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 securities requested to be included in such registration (including securities of the Company which are not Subject Equity) exceeds the number which can be sold in such offering, the Company will include in such registration only the Subject Equity requested to be included in such registration. In the event that the amount of Subject Equity requested to be included in such registration exceeds the number which, in the view of such lead managing underwriter, can be sold, the amount of such Subject Equity to be included in such registration shall be allocated pro rata among all requesting --- ---- Holders on the basis of the relative number of shares of Subject Equity then held by each such Holder (provided that any Subject Equity 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 Subject Equity requested to be included in such registration is less than the number which, in the view of the lead managing underwriter, can be sold, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the view of the lead managing underwriter, can be sold.

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 securities Registrable Securities requested to be included in such registration (including securities of by the Company which are not Subject Equity) exceeds the number which can be sold in such offering, the Company will include in such registration only the Subject Equity requested Holders to be included in such registration. In the event that the amount of Subject Equity requested , together with any other securities permitted to be included in such registration exceeds the number which, in the view of such lead managing underwriter, can be sold, then the amount number of such Subject Equity 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 shares of Subject Equity Registrable Securities then held by each such Holder (provided that any Subject Equity Registrable Securities thereby allocated to any such Holder that exceed such Holder's =s request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Subject Equity 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, the Company may include in such registration the securities the Company 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 success of the offering, including the price at which the Registrable Securities can be sold.

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 securities Registrable Securities requested to be included in such registration (including securities of by the Company which are not Subject Equity) exceeds the number which can be sold in such offering, the Company will include in such registration only the Subject Equity requested Holders to be included in such registration. In the event that the amount of Subject Equity requested , together with any other securities permitted to be included in such registration exceeds the number which, in the view of such lead managing underwriter, can be sold, the amount number of such Subject Equity 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 shares of Subject Equity Registrable Securities then held by each such Holder (provided that any Subject Equity 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 Subject Equity 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, the Company may include in such registration the securities Securities the Company proposes to sell up to the number of securities Securities that, in the view of the lead managing underwriter, can be sold without adversely affecting the success of the offering, including the price at which the Registrable Securities can be sold.

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 Issuer in writing that, in its view, the number of securities Registrable Securities requested to be included in such registration (including securities of by the Company which are not Subject Equity) exceeds the number which can be sold in such offering, the Company will include in such registration only the Subject Equity requested Holders to be included in such registration. In the event that the amount of Subject Equity requested , together with any other securities permitted to be included in such registration exceeds the number which, in the view of such lead managing underwriter, can be sold, then the amount number of such Subject Equity 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 shares of Subject Equity Registrable Securities then held by each such Holder (provided that any Subject Equity 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 Subject Equity 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, other securityholders of the Company Issuer may include in such registration the securities the Company proposes such securityholders propose to sell up to the number of securities that, in the view of the lead managing underwriter, can be sold without materially and adversely affecting the success of the offering, including the price at which the Registrable Securities can be sold.

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 Subject EquityRegistrable Securities) exceeds the number which can be sold in such offering without adversely affecting such offering, the Company will include in such registration only the Subject Equity Registrable Securities that the Holders exercising their Demand Registration rights propose to sell pro rata among the Holders of such Registrable Securities on the basis of the number of shares that each holder has requested to be included in such registration. In the event that the amount of Subject Equity requested to be included in such registration exceeds the number which, in the view of such lead managing underwriter, can be sold, the amount of such Subject Equity to be included in such registration shall be allocated pro rata among all requesting --- ---- Holders on the basis of the relative number of shares of Subject Equity then held by each such Holder (provided that any Subject Equity 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 Subject Equity 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, the Company may include in such registration the securities the Company proposes to sell or to have sold up to the number of securities that, in the view opinion of the lead managing underwriter, can be sold. Notwithstanding the foregoing, if the managing underwriters advise the Company and the participating Holders in writing that the number of shares proposed to be included in such registration statement exceeds the number which can be sold in such offering without adversely affecting such offering, such Holders will be entitled to withdraw their shares from such registration statement and such registration statement shall not count as a Demand Registration under this Section 2.1.