Common use of Priority in Demand Registrations Pursuant to Section 2 Clause in Contracts

Priority in Demand Registrations Pursuant to Section 2. 1. If a Demand Registration pursuant to this Section 2.1 involves an underwritten offering and the lead managing underwriter advises the Company in writing that, in its view, the number of Company Registrable Securities requested by the Holders to be included in such registration, together with any other securities permitted to be included in such registration pursuant to Section 8(c) hereof exceeds the number which, can be sold without adversely affecting the offering: first, the securities other than the Company Registrable Securities of the Holders included in such registration shall be reduced in their entirety before any reduction of Company Registrable Securities; and second, to the extent the reduction set forth in the immediately preceding clause is insufficient to reduce the number of securities requested for inclusion in such registration to a number, which, in the view of such lead managing underwriter, can be sold without adversely affecting the offer- ing, the number of such Company Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of Company Registrable Securities then held by each such Holder (provided that any Company Registrable Securities thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Company Registrable Securities requested to be included in such registration is less than the number which, in the view of the lead managing underwriter, can be sold without adversely affecting the offering, the Company may include in such registration the securities the Company or any other Person proposes to sell up to the number of securities that, in the view of the lead managing underwriter, can be sold without adversely affecting the offering.

Priority in Demand Registrations Pursuant to Section 2. 1. If a Demand Registration pursuant to this Section 2.1 involves an underwritten offering and the lead managing underwriter advises the Company in writing that, in its view, the number of Company Registrable Securities requested by the Holders to be included in such registration, together with any other securities permitted to be included in such registration pursuant to Section 8(c) hereof exceeds the number which, in the view of such lead managing underwriter, can be sold without adversely affecting the offeringsold: first, the securities other than the Company Registrable Securities of the Holders included in such registration shall be reduced in their entirety before any reduction of Company Registrable Securities; and second, to the extent the reduction set forth in the immediately preceding clause is insufficient to reduce the number of securities requested for inclusion in such registration to a number, which, in the view of such lead managing underwriter, can be sold without adversely affecting the offer- ingsold, the number of such Company Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of Company Registrable Securities then held by each such Holder (provided that any Company Registrable Securities thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Company Registrable Securities requested to be included in such registration is less than the number which, in the view of the lead managing underwriter, can be sold without adversely affecting the offeringsold, the Company may include in such registration the securities the Company or any other Person proposes to sell up to the number of securities that, in the view of the lead managing underwriter, can be sold without adversely affecting the offeringsold.

Priority in Demand Registrations Pursuant to Section 2. 1. If a Demand Registration pursuant to this Section 2.1 involves an underwritten offering and the lead managing underwriter advises the Company or the LLC, as the case may be, in writing that, in its view, the number of Company Registrable Securities requested by the Holders to be included in such registration, together with any other securities permitted to be included in such registration pursuant to Section 8(c) hereof exceeds the number which, can be sold without adversely affecting the offering: firstFIRST, the securities other than the Company Registrable Securities of the Holders included in such registration shall be reduced in their entirety before any reduction of Company Registrable Securities; and secondSECOND, to the extent the reduction set forth in the immediately preceding clause is insufficient to reduce the number of securities requested for inclusion in such registration to a number, which, in the view of such lead managing underwriter, can be sold without adversely affecting the offer- ingoffering, the number of such Company Registrable Securities to be included in such registration shall be allocated pro rata PRO RATA among all requesting Holders on the basis of the relative number of Company Registrable Securities then held by each such Holder (provided that any Company Registrable Securities thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Company Registrable Securities requested to be included in such registration is less than the number which, in the view of the lead managing underwriter, can be sold without adversely affecting the offering, the Company or the LLC, as the case may be, may include in such registration the securities of the Company or the LLC, as the case may be, or any other Person proposes to sell up to the number of securities that, in the view of the lead managing underwriter, can be sold without adversely affecting the offering.

Priority in Demand Registrations Pursuant to Section 2. 1. If -------------------------------------------------------- a Demand Registration pursuant to this Section 2.1 involves an underwritten offering and the lead managing underwriter advises the Company in writing that, in its viewopinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company will not include any securities of the Company which are not Registrable Securities and will include in such registration only the number of Registrable Securities requested by the Holders managing underwriter(s) to be included in such registration, together with any other securities permitted . In the event that the number of Registrable Securities requested to be included in such registration pursuant to Section 8(c) hereof exceeds the number which, can be sold without adversely affecting the offering: first, the securities other than the Company Registrable Securities of the Holders included in such registration shall be reduced in their entirety before any reduction of Company Registrable Securities; and second, to the extent the reduction set forth in the immediately preceding clause is insufficient to reduce the number of securities requested for inclusion in such registration to a number, which, in the view opinion of such lead managing underwriter, can be sold without adversely affecting the offer- ingsold, the number of such Company Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of Company shares of Registrable Securities then held by each such Holder (provided that any Company Registrable Securities shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Company Registrable Securities requested to be included in such registration is less than the number which, in the view opinion of the lead managing underwriter, can be sold without adversely affecting the offeringsold, the Company may include in such registration the securities the Company or any other Person proposes to sell up to the number of securities that, in the view opinion of the lead managing underwriter, can be sold without adversely affecting the offeringsold.

Priority in Demand Registrations Pursuant to Section 2. 1. If a Demand Registration pursuant to this Section 2.1 involves an underwritten offering and the lead managing underwriter advises the Company in writing that, in its viewopinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company will not include any securities of the Company which are not Registrable Securities and will include in such registration only the number of Registrable Securities requested by the Holders managing underwriter(s) to be included in such registration, together with any other securities permitted . In the event that the number of Registrable Securities requested to be included in such registration pursuant to Section 8(c) hereof exceeds the number which, can be sold without adversely affecting the offering: first, the securities other than the Company Registrable Securities of the Holders included in such registration shall be reduced in their entirety before any reduction of Company Registrable Securities; and second, to the extent the reduction set forth in the immediately preceding clause is insufficient to reduce the number of securities requested for inclusion in such registration to a number, which, in the view opinion of such lead managing underwriter, can be sold without adversely affecting the offer- ingsold, the number of such Company Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of Company shares of Registrable Securities then held by each such Holder (provided that any Company Registrable Securities shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Company Registrable Securities requested to be included in such registration is less than the number which, in the view opinion of the lead managing underwriter, can be sold without adversely affecting the offeringsold, the Company may include in such registration the securities the Company or any other Person proposes to sell up to the number of securities that, in the view opinion of the lead managing underwriter, can be sold without adversely affecting the offeringsold.