Common use of Priority in Demand Registration Clause in Contracts

Priority in Demand Registration. In a registration pursuant to Section 6.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to affect adversely the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement, (ii) second. provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities to be offered and sold for the account of the Company, and (iii) third, provided that no securities sought to be included by the Company have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons). If any securities of a Holder have been excluded from a registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one Demand Registration pursuant to Section 6.1 hereof.

Priority in Demand Registration. In a registration pursuant to Section 6.1 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect adversely the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) firstFIRST, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this AgreementSecurities, (ii) second. SECOND, provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities to be offered and sold for the account of the Companyparties of the Investors' Rights Agreement, and (iii) thirdTHIRD, provided that no securities sought to be included by the Company Holders or the other parties to the Investors' Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held by such Persons) and (iv) fourth, provided that no securities of any other Person sought to be registered by such Persons). If any securities of a Holder included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 2.2 hereof have been excluded from such registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one two Demand Registration Registrations pursuant to Section 6.1 2.2 hereof.

Priority in Demand Registration. In The Company will not include in any Demand Registration any securities (other than Company Registrable Securities) which are not Registrable Securities without the prior written consent of the holders of at least a registration majority of the OEP Registrable Securities included in such registration. If any of the Registrable Securities proposed to be registered pursuant to Section 6.1 hereof involving an a Demand Registration are to be sold in a firm commitment underwritten offering, if offering and the managing underwriter or underwriters of such underwritten offering have informed, in writing, a Demand Registration advise the Company and the Selling Holders who have requested holders of such Registrable Securities in writing that in its or their reasonable opinion the number of shares of Common Stock and/or Preferred Stock (as applicable) proposed to be sold in such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion exceeds the total maximum number of securities which shares specified by the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such managing underwriter that may be distributed without adversely affecting the price, timing or distribution of the Common Stock and/or Preferred Stock (as to affect adversely the success of such offeringapplicable), including the price at which such securities can be sold, then the Company will be required to shall include in such registration only such maximum number of Registrable Securities which, in the amount reasonable opinion of securities which it is so advised should such underwriter or underwriters can be included in such registration. In such event, securities shall be registered in such registration sold in the following order of priority: (i) first, the number of OEP Registrable Securities requested to be included in such registration, pro rata, if necessary; (ii) second, the number of Company Registrable Securities requested to be included in such registration, if any; (iii) third, all Other Registrable Securities requested to be included in such registration, pro rata, if necessary; (iv) fourth, all other securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to "demand registration" rights granted to other Persons, provided, that such rights will have been granted only as permitted by this Agreement; and (v) fifth, (ii) second. provided that no securities sought shares of Common Stock held by other holders requested to be included by the Holders of Registrable Securities have been excluded from in such registration, the securities to be offered and sold for the account of the Company, and (iii) third, provided that no securities sought to be included by the Company have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons). If any securities of a Holder have been excluded from a registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one Demand Registration pursuant to Section 6.1 hereofif necessary.

Priority in Demand Registration. In a registration pursuant to Section 6.1 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring entitled to participate in such registration pursuant to Section 2.1(a) hereof intend to include in such offering is such as to adversely affect adversely the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement, (ii) second. provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities to be offered and sold for the account of the Company, and (iii) third, provided that no securities sought to be included by the Company have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered included in the registration by the Holders of Registrable Securities and such Persons). If , and (ii) second, provided that no securities sought to be included by the Holders or any securities of a Holder other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If twenty-five percent (25%) or more of the Registrable Securities which the Holders have requested to be included in a registration statement Registration Statement pursuant to Section 2.1 hereof have been excluded from such Registration Statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one two Demand Registration Registrations pursuant to Section 6.1 2.1 hereof.

Priority in Demand Registration. In a registration pursuant to Section 6.1 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring entitled to participate in such registration pursuant to Section 2.1(a) hereof intend to include in such offering is such as to adversely affect adversely the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this AgreementSecurities, (ii) second. provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities to be offered and sold for the account of the Company, and (iii) third, provided that no securities sought to be included by the Company have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered included in the registration by such Persons). If , and (ii) third, provided that no securities sought to be included by the Holders or any securities of a Holder other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If twenty-five percent (25%) or more of the Registrable Securities which the Holders have requested to be included in a registration statement Registration Statement pursuant to Section 2.1 hereof have been excluded from such Registration Statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one three (3) Demand Registration Registrations pursuant to Section 6.1 2.1 hereof.

Priority in Demand Registration. In If a registration pursuant to this Section 6.1 hereof involving 6.3 involves an underwritten offeringoffering of securities being registered, whether or not for sale for the account of Holdings, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and if Holdings or any other Holders (other than Franxx) xxe eligible and have elected to participate in such registration, and if the managing underwriter or underwriters of such underwritten offering have informed, in writing, shall inform Holdings and Franxx xx its belief that the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number amount of securities which the Selling Holders and any other Person desiring requested to participate be included in such registration intend to include exceeds the amount which can be sold in (or during the time of) such offering is such as within a price range acceptable to affect adversely the success of such offering, including the price at which such securities can be soldHoldings, then the Company Holdings will be required to include in such registration only the such amount of securities which it Holdings is so advised should can be sold in (or during the time of such offering) as follows: first, all securities proposed by Holdings to be sold for its own account; second, such securities of Franxx, xx any direct or indirect transferee of Registrable Securities of Franxx, xxquested to be included in such registration. In registration pursuant to the Notice of Demand provided for in Section 6.3(a) and such event, securities of Holdings as shall be registered requested to be included in such registration in pursuant to the following order terms of priority: (i) firstthe AmWest Registration Rights Agreement, pro rata on the basis of the amount of such securities which have been so proposed to be sold and so requested to be included by such Holders; third, such Registrable Securities requested to be included in such registration by all other Holders pro rata on the Holders basis of Registrable Securities pursuant the amount of such securities so proposed to this Agreement, (ii) second. provided that no securities sought be sold and so requested to be included by the Holders such Holders; and fourth, all other securities of Registrable Securities have been excluded from such registration, the securities to be offered and sold for the account of the Company, and (iii) third, provided that no securities sought Holdings requested to be included by the Company have been excluded from in such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the basis of the amount of such securities sought so proposed to be registered by such Persons). If any securities of a Holder have been excluded from a registration statement pursuant sold and so requested to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one Demand Registration pursuant to Section 6.1 hereofbe included.

Priority in Demand Registration. In a registration pursuant to Section 6.1 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to affect adversely the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement, (ii) second. , provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities to be offered and sold for the account of the Company, and (iii) third, provided that no securities sought to be included by the Company have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons)) and (iii) third, provided that no securities of any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If any securities of a Holder have been excluded from a registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one Demand Registration pursuant to Section 6.1 2.1 hereof.

Priority in Demand Registration. In a registration pursuant to this Section 6.1 hereof 2.2 involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested requesting inclusion in such Demand Registration or who have sought inclusion therein offering that in such underwriter's or underwriters' reasonable opinion the total number of securities which the Selling Company and the Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect adversely the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration offering in the following order of priority: (i) firstFIRST, the securities which have been requested to be included in such registration by any Holder deemed to be an Affiliate or "underwriter" for purposes of the Holders Securities Act (in an amount equal to the lesser of (x) an amount sufficient to include all Registrable Securities pursuant offered by such Holder and (y) an amount sufficient to this Agreement, reduce the number of such Holder's Registrable Securities held after the offering to a level that would cause such Holder to no longer be so deemed an Affiliate or "underwriter") (ii) second. provided SECOND, PROVIDED that no securities sought to be included by the Holders of Registrable Securities an Affiliate or "underwriter" have been excluded from such registrationregistration pursuant to (i) above, the securities which have been duly requested to be offered and sold included in such registration by all other Holders of Registrable Securities pursuant to this Agreement (such securities for the account of the CompanyHolders to be allocated among the Holders pro rata based on the amount of securities sought to be registered by the Holder), and (iii) thirdTHIRD, provided PROVIDED that no securities sought to be included by the Company an Affiliate or "underwriter" or any other Holder have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons). If any ) and (iv) FOURTH, PROVIDED that no securities of a Holder any of the foregoing eligible Persons sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If, as a registration statement pursuant to result of the provisions of the foregoing paragraphthis Section 2.2(b), then such registration any Holder shall not count towards determining whether the Company has satisfied its obligation be entitled to effect one include all Registrable Securities in a Demand Registration pursuant that such Selling Holder has requested to Section 6.1 hereofbe included, such Holder may elect to withdraw his request to include Registrable Securities in such registration.

Priority in Demand Registration. In If the Approved Underwriter of any underwritten offering under a Demand Registration advises the Company (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration pursuant to Section 6.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informedadvice) that, in writingits opinion, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring requested to participate be included in such registration intend is sufficiently large to include in such offering is such as to affect adversely have a material adverse effect on the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only registration, to the amount extent of securities the number of Registrable Securities which it the Company is so advised should can be included sold in (or during the time of) such registration. In such eventoffering within a price range acceptable to the Initiating Holder, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been Registrable Securities requested to be included in such registration by the all Selling Holders of entitled to include Registrable Securities pursuant to this AgreementSection 3(a), (ii) second. provided that no pro rata among such Selling Holders on the basis of the number of securities sought requested to be included by in such Demand Registration; provided, that, for purposes of this Section 3(h) only, Wand I and Wand II will be treated as separate Selling Holders and Chase and UAFCLP will be treated as separate Selling Holders such that each of Wand I, Wand II, Chase and UAFCLP will have the Holders right to include its pro rata portion of Registrable Securities have been excluded from in such registration, the second, all securities to be offered and sold for the account of the Company, and (iii) third, provided that no securities sought to be included proposed by the Company have been excluded from to be sold for its own account, and third, all other securities proposed to be registered; provided, that if the number of Registrable Securities that the Approved Underwriter advises can be sold in such registrationoffering is less than all the Registrable Securities that the Initiating Holder had requested be included, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons). If any securities of a Initiating Holder have been excluded from a registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied may withdraw its obligation to effect one Demand Registration written request made pursuant to Section 6.1 hereof3(a) and such written request will not be considered a request for registration for the purposes of this Section 3.

Priority in Demand Registration. In a registration pursuant to Section 6.1 3(c)(1) hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect adversely the success of such offering, including the price at 8 which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this AgreementSecurities, (ii) second. , provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities to be offered and sold for the account of the Company, and (iii) third, provided that no securities sought to be included by the Company have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held by such Persons) and (iii) third, provided that no securities of any other Person sought to be registered by such Persons). If any securities of a Holder included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 3(c)(1) hereof have been excluded from such registration statement pursuant to the provisions of the foregoing paragraph, then the Holders requesting the Demand Registration may withdraw such demand and, if such Demand Registration is withdrawn, such registration shall not count towards determining whether the Company has satisfied its obligation to effect one a Demand Registration pursuant to Section 6.1 3(c)(1) hereof.

Priority in Demand Registration. In a registration pursuant to ------------------------------- Section 6.1 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect adversely the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be ----- included in such registration by the Holders of Registrable Securities pursuant to this Agreement, Agreement (ii) second. , provided that no securities sought to be included ------ by the Holders of Registrable Securities have been excluded from such registration, the securities to be offered and sold for the account of the Companyother parties to the Stockholder Rights Agreement, and (iii) third, provided that no securities sought to be included by the Company ----- Holders or the other parties to the Stockholder Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons)) and (iv) fourth, provided that no securities of any other ------ Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If any securities of a Holder have been excluded from a registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one three Demand Registration Registrations pursuant to Section 6.1 2.1 hereof.

Priority in Demand Registration. In a registration pursuant to Section 6.1 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect adversely the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this AgreementSecurities, (ii) second. , provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities to be offered and sold for the account of the Company, and (iii) third, provided that no securities sought to be included by the Company have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held by such Persons) and (iii) third, provided that no securities of any other Person sought to be registered by such Persons). If any securities of a Holder included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 2.2 hereof have been excluded from such registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one two Demand Registration Registrations pursuant to Section 6.1 2.2 hereof.

Priority in Demand Registration. In a registration pursuant to Section 6.1 hereof involving an underwritten offering, if If the managing underwriter or underwriters of such ------------------------------- any underwritten offering have informedshall advise the Company in writing (with a copy to the Representative (and the Representative shall be responsible for relaying such copy to the Holders of Registrable Securities) and each Selling Holder of CP/BV Registrable Securities) that, in writingits opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company and will reduce to the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include Company is so advised can be sold in such offering is within such as price range (the "Actual Number of Securities to affect adversely be Registered"), the success of such offering, including the price at which such securities can be sold, then the Company will be required Registrable Securities and CP/BV Registrable Securities requested to include in such registration only the amount of securities which it is so advised should be included in such registration. In Subject to the provisions of Section 4.13 hereof, in such eventregistration, securities each Selling Holder shall be registered entitled to register up to such number of Registrable Securities or CP/BV Registrable Securities, as the case may be, obtained by multiplying the Actual Number of Securities to be Registered by a fraction, the numerator of which is the number of Registrable Securities or CP/BV Registrable Securities beneficially owned by such Selling Holder and the denominator of which is the aggregate number of Registrable Securities and CP/BV Registrable Securities beneficially owned by all Selling Holders. If one or more Selling Holders do not request the registration of the maximum number of Registrable Securities or CP/BV Registrable Securities to which they are entitled in accordance with the preceding sentence (such registration maximum number minus the number of Registrable Securities or CP/BV Registrable Securities requested by such Selling Holder(s) being referred to as the "Shortfall"), the other Selling Holders (the "Participating Holders") shall be entitled to register securities in addition to those to which they are entitled under the preceding sentence up to the amount equal to the result obtained by multiplying the Shortfall by a fraction, the numerator of which is the number of Registrable Securities or CP/BV Registrable Securities, as the case may be, beneficially owned by such Participating Holder and the denominator of which is the aggregate number of Registrable Securities and CP/BV Registrable Securities beneficially owned by all Participating Holders. The procedure set forth in the following order immediately preceding sentence shall be applied until the Actual Number of priority: (i) firstSecurities to be Registered is apportioned among the Selling Holders in accordance with the preceding two sentences. If, as a result of any such reduction in the number of securities requested to be registered, the number of securities which have been requested to be included in such registration by the Holders of the Registrable Securities is reduced by twenty percent (20%) or more because of the inclusion in such registration of CP/BV Registrable Securities pursuant to the provisions of this Section 1.01, then notwithstanding anything to the contrary contained in this Agreement or in any other agreement or interpretation of any agreement between the Company and the Holders of Registrable Securities, a Demand Registration in connection with such registration will not be deemed to have been effected under Section 1.01(e) hereof. In the case of a registration which would have been deemed to be a Demand Registration under Section 1.01(e) hereof but for the application of the immediately preceding sentence of this Section 1.01(h) (a "Restricted Registration"), the Company shall pay the Registration Expenses of the Holders of the Registrable Securities in connection with one such Restricted Registration (the "Paid Restricted Registration") and the Selling Holders shall pay the Registration Expenses of any other Restricted Registration to the extent provided for and in accordance with Section 1.02(b) hereof and of the CP Agreement and the BV Agreement, provided, however, that the Initiating Holders -------- ------- may elect by written notice to the Company (ii) second. provided that no securities sought with a copy to the Representative, and the Representative shall be included by responsible for relaying such notice to the Holders of Registrable Securities other than the Initiating Holders), after the Paid Restricted Registration, to have been excluded from such registration, the securities to be offered and sold for Company pay the account Registration Expenses of the CompanyHolders of Registrable Securities in one (1) subsequent Restricted Registration, and (iiiin which case the number of Demand Registrations available to the Holders of Registrable Securities under Section 1.01(d) third, provided that no securities sought to hereof shall remain unchanged but the number of Demand Registrations the expenses of which will be included paid by the Company have been excluded shall be reduced from two to one. In connection with any such registration to which this paragraph (h) is applicable, no securities other than Registrable Securities and CP/BV Registrable Securities shall be covered by such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons). If any securities of a Holder have been excluded from a registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one Demand Registration pursuant to Section 6.1 hereof.

Priority in Demand Registration. In a registration pursuant to Section 6.1 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring entitled to participate in such registration pursuant to Section 2.1(a) hereof intend to include in such offering is such as to adversely affect adversely the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) first, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement, (ii) second. provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities to be offered and sold for the account of the Company, and (iii) third, provided that no securities sought to be included by the Company have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held by the Holders of Registrable Securities and such Persons), and (ii) second, provided that no securities sought to be registered included by such Persons). If the Holders or any securities of a Holder other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 2.1 hereof have been excluded from such registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one three Demand Registration Registrations pursuant to Section 6.1 2.1 hereof.

Priority in Demand Registration. In a registration pursuant to Section 6.1 hereof involving an underwritten offering, if If the managing underwriter or underwriters of such underwritten offering have informedadvises the Company in writing that, in writingits opinion, the number of Registrable Securities requested to be included in a Demand Registration exceeds what can be sold in such offering at a price reasonably acceptable to the Company and the Selling Holders who have Demand Holder which requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to affect adversely the success of such offering, including the price at which such securities can be soldRegistration, then the Company will be required to include in such registration only Demand Registration the amount number of securities Registrable Securities requested to be included in such Demand Registration which it the Company is so advised can be sold in such offering, which shall be allocated pro rata among the Holders participating in the Demand Registration. If the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in a Demand Registration by Holders who are members of Management of the Company should be reduced, then the Company will reduce the number of Registrable Securities requested to be sold by such Persons on a pro rata basis. In the event any Registrable Securities of any Demand Holders are excluded from registration as a result of the foregoing provisions, then such Persons shall be entitled to sell, on a pro rata basis, the excluded Registrable Securities, prior to any other Registrable Securities, pursuant to the underwriters' over-allotment option. Except as provided in the last sentence of this paragraph and the preceding paragraph, no Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. In If any Holder disapproves of the terms of the underwriting, such event, securities shall be registered in such registration in Person may elect to withdraw therefrom by written notice to the following order of priority: (i) firstCompany, the securities which have been requested to underwriters and the Demand Holder requesting such Demand Registration. The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders of who have included Registrable Securities pursuant in the registration the right to this Agreement, (ii) second. provided that no securities sought to be included by the Holders of include additional Registrable Securities have been excluded from such registration, in the securities to be offered and sold for same proportion used above in determining the account of the Company, and (iii) third, provided that no securities sought to be included by the Company have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons). If any securities of a Holder have been excluded from a registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one Demand Registration pursuant to Section 6.1 hereofunderwriters' limitation.

Priority in Demand Registration. In a registration pursuant to Section 6.1 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to affect adversely the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) firstFIRST, the securities which have been requested to be included in such registration by the Holders of Registrable Securities pursuant to this Agreement, (ii) second. provided that no pro rata among such Holders according to the number of securities sought requested to be included by the Holders of Registrable Securities have been excluded from each such registrationHolder (or as they may otherwise agree), the (ii) SECOND, securities requested to be offered and sold for included in such registration by the account holders of the CompanyCredit Facility Lender Warrant, and (iii) third, provided that no pro rata among such holders according to the number of securities sought requested to be included by each such holder (or as they may otherwise agree), (iii) THIRD, Demand Shares (as defined in the Amended and Restated Investor Rights Agreement) requested to be included therein by Demand Holders under the Amended and Restated Investor Rights Agreement, pro rata among such Demand Holders according to the number of securities requested to be included by each such Demand Holder (or as they may otherwise agree), (iv) FOURTH, any securities the Company have been excluded from such registrationproposes to include therein, and (v) FIFTH, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (Company, pro rata among such Persons based on the amount of securities sought requested to be registered included by each such PersonsPerson (or as they may otherwise agree). If any securities of a Holder have been excluded from a registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect one Demand Registration pursuant to Section 6.1 2.1 hereof.