Common use of Priority in Demand Registrations Clause in Contracts

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b2.2(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration demand registration pursuant to this Section 4 involves an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter in good faith advises the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities securities requested to be included in such Demand Registration registration (including securities of the Company which are not Registrable Shares) exceeds the largest number of securities which can be sold in such offering within a price range without having an adverse effect on such offering (including the price, acceptable to the Majority Holders requesting such registration, at which such securities can be sold), then the Company will include in such registration (i) FIRST, 100% of the Registration Registrable Shares requested to be registered pursuant to Section 4(a) (such writing to state provided that if the basis of such opinion and the approximate number of Registrable Securities which may Shares requested to be included in such offering), the Company shall include in such Demand Registration, registered pursuant to the extent of Section 4(a) exceeds the number which the Company is so has been advised may can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Shares to be included in such offering, the Registrable Securities requested to be included in the Demand Registration registration by the Holders shall be allocated pro rata in proportion to among such Holders on the basis of the relative number of Registrable Securities Shares each Holder has requested to be included in such Demand Registration by each registration); and (ii) SECOND, to the extent that the number of them. In Registrable Shares requested to be registered pursuant to Section 4(a) is less than the event number of securities which the Company shall nothas been advised can be sold in such offering without having the adverse effect referred to above, by virtue such number of this Section 2.1(b)shares of equity securities that, include in any Demand Registration all of FIRST, the Registrable Securities of any Holder requesting Company and, SECOND, Other Holders may request to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registrationregistration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration Initiating Holder (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities and Pari Passu Securities requested to be included in such Demand Registration by each of themthe Holders and Pari Passu Holders. In the event the Company shall not, by virtue of this Section 2.1(b2.2(c), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders and Pari Passu Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities or Pari Passu Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten OfferingNo securities, and the sole or lead managing Underwriterother than Common Stock, as the case may be, shall be included in any offering of such Underwritten Offering shall advise securities by the Company in writing (with effected pursuant to Section 2.1 without the consent of the Holders of a copy to each Holder requesting registration) on or before majority of the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration registration. If Registrable Securities registered pursuant to this Section 2.1 are to be sold in a firm commitment Underwritten Offering and the managing underwriter or underwriters shall advise the Holders in writing that, in their opinion, the total number or dollar amount of Registrable Securities and other Common Stock requested to be included in such offering (including, without limitation, Common Stock proposed to be included by other holders of Common Stock entitled to include Common Stock in such registration pursuant to piggyback registration rights) exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis a majority or more of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in such registration, then there shall be included in such firm commitment Underwritten Offering, the Demand number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities and other Common Stock shall be allocated as follows: (i) first, pro rata among the Holders on the basis of the percentage of Registrable Securities (on an as-converted basis, if applicable) requested to be included in such registration statement by such Holders; (ii) second, pro rata among any holders of piggyback registration rights (other than the Holders) on the basis of the percentage of the number of shares of Common Stock requested to be included in such Registration Statement by such holders; and (iii) third, shares of Common Stock to be sold for the Company’s account for which inclusion in such registration statement was requested by the Holders allocated pro rata in proportion to Company. For the avoidance of doubt, if the total number or dollar amount of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of registration statement pursuant to this Section 2.1(b), include in any Demand Registration all of 2.1 exceeds the Registrable Securities of any Holder requesting to maximum number or amount that the managing underwriter or underwriters believe can be included in such Demand Registration, such Holder may, upon written notice to sold without adversely affecting the Company given within five days of the time such Holder first is notified success of such matteroffering, reduce the amount of Registrable Securities it desires to have included in such Demand Registrationno securities, whereupon only the other than Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in included among the amount of Registrable Securities to be included in securities covered by such Demand Registrationregistration.

Priority in Demand Registrations. If a Demand Registration involves is an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the marketability of the offering (with the "OFFERING QUANTITy"), then the Company will include in such registration securities in the following priority: (i) First, for a copy demand made by the Initiating Holders, all Registrable Securities owned by the Initiating Holders and the number of shares to each Holder requesting registration) be offered for the account of all other Designated Holders, pro rata, based on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities held by each such holder and the amount of Registrable Securities held by all such holders, on an as converted basis. To the extent more than 22.5% of the Registrable Securities, so requested to be registered by the Initiating Holders and the other Designated Holders are excluded from an offering under this Section 1.2(d) (a "RELOAD EVENt"), then the Designated Holders shall have the right to one additional Demand Registration under, and subject to the limitations of, Section 3.1 (ii) Second, the number of shares to be offered for the account of the Company. (iii) Third, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of securities to be sold in clauses (i) and (ii), the Company will include in such registration any other Registrable Securities requested to be included in such Demand Registration offering, and if the number of such other holders' securities requested to be included exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)Offering Quantity, then the Company shall include in only each such Demand Registration, to the extent requesting holder's pro rata share of the number which the Company is so advised may be included in such offeringOffering Quantity, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce based on the amount of Registrable Securities it desires to have included in securities held by such Demand Registrationholder, whereupon only the Registrable Securitieson an as converted basis; provided, if any, it desires to have included will be so included that no shares under clauses (ii) and the Holders not so reducing (iii) shall be entitled to a corresponding increase in included on the amount of Registrable Securities to be included in such holder's first Demand RegistrationRegistration on Form S-3.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which which, in the opinion of such Underwriter, may be included in such offeringoffering without causing the price to be below the bottom of such price range), and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b2.01(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, Underwriter (as the case may be, ) of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder Investor requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders Required Investors of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities requested to be included in the Demand Registration by the Holders Investors, allocated pro rata in proportion to among the Investors based on the number of Registrable Securities requested to be included in such Demand Registration held by each of themInvestor (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party and without regard to whether such securities are then convertible or exercisable). In the event the Company shall not, by virtue of this Section 2.1(b2(a)(ii), include in any Demand Registration all of the Registrable Securities of any Holder Investor requesting to be included in such Demand Registration, such Holder Investor may, upon written notice to the Company given within five (5) days of the time such Holder Investor first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders Investors not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration -------------------------------- involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Investor Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Investor Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, (i) first, the Registrable Securities requested to be included in the Demand Registration such registration by the Holders Investor Holders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of themthem and (ii) second, other securities of the Company to be registered on behalf of any other Person. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Investor Holder requesting requested to be included in such Demand Registration, such Investor Holder may, upon written notice to the Company given within five days of the time such Investor Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Investor Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a the Underwriters' Maximum Number in any Demand Registration involves an Underwritten Offeringexceeds the number of Registrable Securities requested by the Demand Registration Stockholder(s) to be included in such registration, then, upon inclusion of all of the Registrable Securities requested to be included by the Demand Registration Stockholder(s) in such registration, if Prudential is not the Demand Registration Stockholder, then Prudential and if Prudential is the Demand Registration Stockholder, then NET shall be entitled to include in such registration that number of Registrable Securities as it shall have requested to be included and that is not greater than such excess, and if the sole Underwriters' Maximum Number exceeds the number of Registrable Securities as the Demand Registration Stockholders and Prudential or lead managing UnderwriterNET, as applicable, have requested be included in such registration, then the Company and other Stockholders who may have requested to be included in such registration and/or who have the right to be included in such registration will be entitled to include in such registration that number of Securities as shall have been requested by the Company and such other Stockholders, as the case may be, of and that is not greater than such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for excess; and such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may shall be included allocated in such offering), accordance with the obligations and/or the determination of the Company. Neither the Company shall include in such Demand Registration, to the extent nor any of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing its other Stockholders shall be entitled to a corresponding increase include any Securities in any underwritten Demand Registration unless the amount of Company or such Stockholders (as the case may be) agree in writing to sell such Securities on the same terms and conditions as apply to the Registrable Securities held by the Demand Registration Stockholder(s) to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration registration pursuant to -------------------------------- this Section 1 involves an Underwritten Offeringunderwritten offering, and the sole or lead managing Underwriterunderwriter (or, as in the case may beof an offering which is not underwritten, of such Underwritten Offering an investment banker) shall advise the Company in writing (with a copy to each Holder Person requesting registrationregistration of Registrable Securities) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities securities requested and otherwise proposed to be included in such Demand Registration registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall will include in such Demand Registration, registration to the extent of the number which the Company is so advised may can be sold in such offering, first, the Registrable Securities of the ----- Requesting Stockholder requested to be included in such offeringregistration and the Registrable Securities of the Other Investor Stockholder, MJD Partners, the MJD Principals and the Management Stockholders requested to be included in such registration, pro rata, among such holders, on the basis of the number of --- ---- Registrable Securities requested to be included by such holders, second, the ------ Registrable Securities of the other holders of Registrable Securities requested to be included in such registration, pro rata, among such holders, on the Demand Registration by the Holders allocated pro rata in proportion to basis --- ---- of the number of Registrable Securities requested to be included in by such Demand Registration by each of them. In holders, and third, the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securitiessecurities, if any, it desires to have included being sold by the Company. ----- Notwithstanding the foregoing, neither MJD Partners nor any MJD Principal nor any Management Stockholder will be so included and the Holders not so reducing shall be entitled to a corresponding increase participate in any such registration requested by either Investor Stockholder if the managing underwriter (or, in the amount case of Registrable Securities to be included an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of management would adversely affect the marketability or offering price of the securities being sold by either Investor Stockholder in such Demand Registrationregistration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder Investor requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Required Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities requested to be included in the Demand Registration by the Initiating Holders allocated pro rata in proportion to and thereafter, the number of Registrable Securities requested to be included in such the Demand Registration by other Investors allocated, pro rata among the Investors based on the number of Registrable Securities held by each of themInvestor (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party). In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder Investor requesting to be included in such Demand Registration, such Holder Investor may, upon written notice to the Company given within five (5) days of the time such Holder Investor first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders Investors not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If In connection with a Demand Registration, if any managing underwriter (or, if such Demand Registration involves is not an Underwritten Offeringunderwritten offering, a nationally recognized independent underwriter selected by the Company and reasonably acceptable to the Holders of a majority of the Registrable Securities sought to be registered in such Demand Registration (and whose fees and expenses shall be borne solely by the Company, except that in no event shall the Company pay any Selling Expenses associated with the sale of the Registrable Securities, which shall be borne solely by the Holders)) advises the Company and the sole or lead managing Underwriter, as Holders of the case may be, of Registrable Securities sought to be included in such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering Demand Registration that, in its opinion, the amount inclusion of all the Registrable Securities requested and any other securities of the Company, in each case, sought to be included registered in connection with such Demand Registration exceeds would adversely affect the number which can marketability of the Registrable Securities sought to be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)pursuant thereto, then the Company shall include in the registration statement applicable to such Demand RegistrationRegistration only such securities as the Holders of Registrable Securities sought to be registered therein ("DEMANDING SELLERS") and the Company are advised by such underwriter can be sold without such an effect (the "MAXIMUM DEMAND NUMBER"), to as follows and in the extent following order of priority: (i) first, the number which the Company is so advised may be included in such offering, the of Registrable Securities requested sought to be included in the Demand Registration registered by the Holders allocated each Demanding Seller, pro rata in proportion to the number of Registrable Securities requested sought to be included in such Demand Registration registered by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable SecuritiesDemanding Sellers; and (ii) second, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount 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 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) next above, equals the Maximum Demand RegistrationNumber.

Priority in Demand Registrations. If a Demand Registration requested registration pursuant to this Section 2.2 involves an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior of which shall be provided to the date then scheduled for such offering Holders) that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each registration (including Securities of them. In the event the Company shall notwhich are not Registrable Securities) exceeds the number which can be sold in such offering, by virtue of this Section 2.1(b)so as to be likely to have a material and adverse effect on the price, include in any Demand Registration all timing or distribution of the Registrable Securities of any Holder requesting to be included offered in such Demand Registrationoffering, such Holder may, upon written notice to then the Company given within five days of the time such Holder first is notified number of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration shall be allocated pro rata among Registrable Securities held by the Demand RegistrationParty, the Registrable Securities (as such term is defined in the Hilton Global Registration Rights Agreement) held by all Eligible Holders (as such term is defined in the Hilton Global Registration Rights Agreement) that have submitted a proper request for inclusion in such registration pursuant to the Hilton Global Registration Rights Agreement, if any, and the Registrable Securities held by the other parties that have requested that their Registrable Securities be sold pursuant to Section 2.1(a), if any, on the basis of the relative number of securities requested to be included in such registration by each such Holder or Eligible Holder (as such term is defined in the Hilton Global Registration Rights Agreement) (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among all such remaining parties in like manner). Any other selling holders of the Company’s Securities (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Holders holding a majority of the shares being sold in such offering.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder Investor requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Required Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)) or the SEC requires or is deemed to have required (pursuant to Section 2.1(a)(ii)(C) above) the Company to reduce the number of Registrable Securities in such offering, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities requested to be included in the Demand Registration by the Holders participating Investors allocated pro rata in proportion to among the Investors based on the number of Registrable Securities requested to be included in such Demand Registration held by each of themInvestor (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities). In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder Investor requesting to be included in such Demand Registration, such Holder Investor may, upon written notice to the Company given within five (5) days of the time such Holder Investor first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders Investors not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder Investor requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range reasonably acceptable to the Majority Holders Required Investors of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated Investors allocated, pro rata in proportion to among the Investors based on the number of Registrable Securities requested held by each Investor to be included in such Demand Registration by each of themRegistration. In the event the Company shall not, by virtue of this Section 2.1(b2(a)(ii), include in any Demand Registration all of the Registrable Securities of any Holder Investor requesting to be included in such Demand Registration, such Holder Investor may, upon written notice to the Company given within five (5) days of the time such Holder Investor first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders Investors not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, Underwriter (as the case may be, ) of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated allocated, pro rata in proportion to among the Holders based on the number of Registrable Securities initially requested to be included in such Demand Registration therein by each of themHolder. In the event the Company shall not, by virtue of this Section 2.1(b4.1(a)(ii), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five (5) days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities Securities) requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders Holders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration -------------------------------- involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities --- ---- requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified in writing of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration registration pursuant to -------------------------------- this Section 1 involves an Underwritten Offeringunderwritten offering, and the sole or lead managing Underwriterunderwriter (or, as in the case may beof an offering which is not underwritten, of such Underwritten Offering an investment banker) shall advise the Company in writing (with a copy to each Holder Person requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount registration of Registrable Securities Securities) that the number of securities requested and otherwise proposed to be included in such Demand Registration registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in without adversely affecting such offering), the Company shall will include in such Demand Registration, registration to the extent of the number which the Company is so advised may can be included sold in such offering, first, the Registrable ----- Securities requested to be included in of the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities Majority Stockholder requested to be included in such Demand Registration by each of them. In the event the Company shall notregistration, by virtue of this Section 2.1(b), include in any Demand Registration all of together with the Registrable Securities (other than any Registrable Securities issued pursuant to a stock option plan or similar arrangement (the "Option Shares")) requested to be sold by the Other Stockholders, pro rata, among all such holders, on the basis of the number of --- ---- Registrable Securities (other than any Holder requesting Option Shares) requested to be included in such Demand Registrationregistration by such holders, second, any Option Shares, pro rata, among ------ --- ---- such Holder mayholders, upon written notice to on the Company given within five days basis of the time such Holder first is notified number of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities Option Shares requested to be included in such Demand Registrationregistration by such holders and third, the securities, if any, ----- being sold by the Company. Notwithstanding the foregoing, no employee stockholder will be entitled to participate in any such registration requested by the Majority Stockholder if the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of such employee stockholder would adversely affect the marketability of the securities being sold by the Majority Stockholder in such registration.

Priority in Demand Registrations. If in connection with a Demand Registration involves an Underwritten Offeringregistration pursuant to Section 3.2, and the sole or lead managing Underwriterunderwriter of such registration (or, as in the case may beof an offering which is not underwritten, of such Underwritten Offering a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Holder Person requesting registrationregistration of Registrable Securities or Class B Common Stock) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities securities requested or otherwise proposed to be included in such Demand Registration registration exceeds the number which can be sold in such offering within a price range acceptable to without materially and adversely affecting the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)offering price, the Company shall include in such Demand Registrationregistration, to the extent of the number which the Company is so advised may can be included sold in such offeringoffering without such material adverse effect: first, the Registrable Securities requested to be included in (other than Class B Common Stock) (x) of the Demand Registration by the Principal Holders allocated pro rata in proportion to the number of Registrable Securities requesting registration, (y) requested to be included in such Demand Registration registration by each of them. In the event other Persons and (z) proposed by the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registrationregistration (for the Company’s own account, such Holder mayor to fund a redemption pursuant to Article II, upon written notice or to the extent necessary to fund redemptions of Class B Common Stock pursuant to Section 1.3(e) or 1.3(f)), in such amounts and proportions as the Company given within five days of may determine, reduced on a pro rata basis based on the time such Holder first is notified of such matter, reduce the amount number of Registrable Securities it desires proposed to have be included in such Demand Registrationunder each category listed above; and second, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities Class B Common Stock requested to be included in such registration by Class B Holders pursuant to Section 1.3(b) and 3.7, on a pro rata basis based on the number of shares of Class B Common Stock so requested to be included by each such Class B Holder. Notwithstanding the foregoing, any requesting Principal Holder may withdraw such holder’s request for registration upon learning of such required proration, in which case none of such Principal Holder’s Registrable Securities will be included in such registration or offering, and, if the proration resulting in such withdrawal would result in a reduction of 30% or more of the Registrable Securities that such Principal Holder initially requested be included in the Section 3.2 Demand RegistrationRegistration Statement, such Principal Holder will be deemed not to have used one of its requests for registration provided for in Section 3.2.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriterunderwriter, as the case may be, of such Underwritten Offering shall advise the Company MLP in writing (writing, with a copy to each Holder requesting registration) , on or before the date five ten (10) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)Initiating Holders, the Company MLP shall include in such Demand Registration, to the extent of the number which the Company MLP is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated as follows (subject to the Investors’ pro rata allocation rights set forth in proportion to the Investors Registration Rights Agreement and the Founders’ allocation rights set forth in the Founders Registration Rights Agreement and Henry’s allocation rights set forth in the Xxxxx Registration Rights Agreement), (i) first, the number of Registrable Securities requested to be included therein by the Holders allocated pro rata among such Holders and based, for each such selling Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Holder in excess of the number of Registrable Securities included in clause (i), by (B) the aggregate number of Registrable Securities not included in clause (i) proposed to be sold by each such Holder in such Demand Registration by each of them. In the event the Company shall notRegistration, by virtue of this Section 2.1(b)and (ii) second, include in any Demand Registration only if all of the Registrable Securities of in clause (i) have been included, any Holder requesting other securities requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registrationtherein.

Priority in Demand Registrations. If any of the Registrable Securities registered pursuant to a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy Statement are to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)one or more firm commitment Underwritten Offerings, the Company shall include in such Demand Registration, may also provide written notice to the extent holders of securities of the number which the Company is so advised may be included in other than Beneficiaries, if any, who have piggyback registration rights with respect thereto and will permit all such offering, the Registrable Securities requested holders who request to be included in the Demand Registration Statement to include any or all securities of the Company held by such holders in such Demand Registration Statement on the Holders allocated same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering to which such Demand Registration Statement relates advises the Beneficiaries that the total amount of Registrable Securities and securities that such holders of securities of the Company (other than Beneficiaries) intend to include in such Demand Registration Statement is in the aggregate such as to materially and adversely affect the success of such offering, then (i) first, the amount of securities to be offered for the account of the holders of such other securities of the Company will be reduced, to zero if necessary (pro rata in proportion among such holders on the basis of the amount of such other securities to be included therein by each such holder), and (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall notStatement will, by virtue of this Section 2.1(b)if necessary, include in any Demand Registration all of the Registrable Securities of any Holder requesting to be reduced and there will be included in such Demand Registration, such Holder may, upon written notice to firm commitment Underwritten Offering only the Company given within five days of the time such Holder first is notified of such matter, reduce the amount number of Registrable Securities it desires to have included in such Demand Registrationthat, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering, allocated pro rata among the Beneficiaries on the basis of the number of Registrable Securities to be included in held by each such Demand Registrationholder.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any (Page of ) 9 Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders Holder not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date that is five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b3.01(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration involves is an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company in writing (with a copy that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to each Holder requesting registration) on or before the date five days prior to the date then scheduled for be included in such offering thatexceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering (the “Offering Quantity”), the Company will include in its opinionsuch registration securities in the following priority: (i) first, all Registrable Securities requested to be included by any holders thereof, and if the number of such holders’ securities requested to be included exceeds the Offering Quantity, then the Company shall include only each such requesting holder’s pro rata share of the available Offering Quantity (remaining after sales for the account of the Company under subclause (i) above), based on the amount of Registrable Securities requested to be included in sold for the account of each such Demand Registration exceeds holder; and (ii) second, the number which can securities proposed to be sold in such offering within a price range acceptable to for the Majority Holders account of the Registration Company; and (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registrationiii) third, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of securities to be sold for the account of the number which the Company is so advised may be included in such offering, the and Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities which are requested to be included in such Demand Registration by each of them. In the event registration, the Company shall not, by virtue of this Section 2.1(b), will include in such registration any Demand Registration all of the Registrable Securities of any Holder requesting other securities to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount offering. Any Persons other than holders of Registrable Securities it desires to have included who participate in such Demand Registration, whereupon only Registrations which are not at the Registrable Securities, if any, it desires to have included will be so included and Company’s expense must pay their share of the Holders not so reducing shall be entitled to a corresponding increase Registration Expenses as provided in the amount of Registrable Securities to be included in such Demand RegistrationSection 8.6 hereof.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata PRO RATA in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of themsuch Holders. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time date such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding PRO RATA increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company relevant IPO Entity in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company ) such IPO Entity shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering or separate registration, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company IPO Entity shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company such IPO Entity given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves is an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the marketability of the offering (with the "Offering Quantity"), then the Company will include in such registration securities in the following priority: (i) First, for a copy demand made by the Initiating Holders, all Registrable Securities owned by the Initiating Holders and the number of shares to each Holder requesting registration) be offered for the account of all other Designated Holders, pro rata, based on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities held by each such holder and the amount of Registrable Securities held by all such holders, on an as converted basis. To the extent more than 22.5% of the Registrable Securities, so requested to be registered by the Initiating Holders and the other Designated Holders are excluded from an offering under this Section 1.2(d) (a "Reload Event"), then the Designated Holders shall have the right to one additional Demand Registration (but in no event shall the number of additional Demand Registrations pursuant to this Agreement exceed a total of three additional Demand Registrations) under, and subject to the limitations of, Section 3.1 upon the occurrence of each Reload Event. (ii) Second, the number of shares to be offered for the account of the Company. (iii) Third, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of securities to be sold in clauses (i) and (ii), the Company will include in such registration any other Registrable Securities requested to be included in such Demand Registration offering, and if the number of such other holders' securities requested to be included exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)Offering Quantity, then the Company shall include in only each such Demand Registration, to the extent requesting holder's pro rata share of the number which the Company is so advised may be included in such offeringOffering Quantity, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce based on the amount of Registrable Securities it desires to have included in securities held by such Demand Registrationholder, whereupon only the Registrable Securitieson an as converted basis; provided, if any, it desires to have included will be so included that no shares under clauses (ii) and the Holders not so reducing (iii) shall be entitled to a corresponding increase in included on the amount of Registrable Securities to be included in such holder's first Demand RegistrationRegistration on Form S-3.

Priority in Demand Registrations. If a Demand Registration registration pursuant to Section 3.1 involves an Underwritten Offeringunderwritten offering, and the sole or lead managing Underwriterunderwriter (or, as in the case may beof an offering which is not underwritten, of such Underwritten Offering a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Holder Person requesting registrationregistration of Registrable Securities) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities securities requested or otherwise proposed to be included in such Demand Registration registration exceeds the number which can be sold in such offering within a price range acceptable to without materially and adversely affecting the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)offering price, the Company shall include in such Demand Registrationregistration, to the extent of the number which the Company is so advised may can be sold in such offering without such material adverse effect, first, the Registrable Securities of the Principal Holders requesting registration, on a pro rata basis (based on the number of shares of Registrable Securities owned by, or subject to an exercisable Exchange Warrant owned by, each such Holder), and second, the securities requested to be included in such registration by other Persons or proposed to be included in such registration by the Company, in such amounts and proportions as the Company may determine. Notwithstanding the foregoing, any requesting Principal Holder may withdraw such Holder's request for registration upon learning of such required proration, in which case none of such Holder's Registrable Securities will be included in such registration or offering, and, if the proration resulting in such withdrawal would result in a reduction of 30% or more of the Registrable Securities that such Principal Holder initially requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand RegistrationStatement, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires will be deemed not to have included used one of its requests for registration provided for in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand RegistrationSection 3.1.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, (A) first, the Registrable Securities requested to be included in the Demand Registration by Cerberus, and (ii) second, the Registrable Securities requested to be included in the Demand Registration by the other Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration pursuant to this Section 2 involves an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities Shares requested to be included in such Demand Registration registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall will include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to registration only the number of Registrable Securities Shares that in the opinion of the managing underwriter(s) can be sold in such registration. In the event that the number of Registrable Shares requested to be included in such Demand Registration by each registration exceeds the number which, in the opinion of them. In such managing underwriter, can be sold, the event the Company shall not, by virtue number of this Section 2.1(b), include in any Demand Registration all of the such Registrable Securities of any Holder requesting Shares to be included in such Demand Registration, such Holder may, upon written notice to registration shall be allocated pro rata among all requesting Eligible Holders on the Company given within five days basis of the time such Holder first is notified of such matter, reduce the amount relative number of Registrable Securities it desires Shares then held by each such Eligible Holder; provided that, any Registrable Shares thereby allocated to have included in any such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing Eligible Holder that exceed such Eligible Holder's request shall be entitled to a corresponding increase reallocated among the remaining requesting Eligible Holders in like manner. In the amount event that the number of Registrable Securities Shares requested to be included in such Demand Registrationregistration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration any securities the Company proposes to sell up to the number of securities that, in the opinion of the managing underwriter, can be sold.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities and Other Registrable Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Required Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities and Other Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities and Other Registrable Securities requested to be included in the Demand Registration by the Holders and the Other Investors allocated (x) first among the Noteholders and the Other Investors, (I) with the Other Investors being entitled to the Other Investor Percentage of such Demand Registration and (II) with the Noteholders dividing the remainder of such Demand Registration pro rata based on the number of (i) Conversion Shares and New Conversion Shares issued or issuable upon conversion of the Notes and the New Securities, respectively, held by each Noteholder and (ii) shares of any capital stock of the Company issued or issuable, with respect to Notes held by each Noteholder (the “Note Registrable Securities”) as adjusted to be in proportion to the number of Note Registrable Securities requested to be included in such Demand Registration by each of themthem (on an as converted, fully-diluted basis and without giving effect to any conversion limitations contained in the Notes held by any such party) and (y) second, to the extent to which any shares remain after all of the Note Registrable Securities requested to be included in such Demand Registration are covered by such Registration Statement, pro rata among the Investors and the Other Investors based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities held by each Investor and Other Investor (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party). In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder mayHolder, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, may reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing and the Other Investors shall be entitled to a corresponding increase in the amount of Registrable Securities or Other Registrable Securities, as applicable, to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, (A) first, the securities that the Company Proposes to register for its own account (but solely to the extent that the proceeds thereof shall not be used to purchase Capital Stock of the Company) and (B) second, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them; provided, however, that if the Holders are unable to include in such Demand Registration at least 80% of the Registrable Securities of the Holders initially proposed to be included in such Demand Registration, such Underwritten Offering shall not constitute a Demand Registration. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves is an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the marketability of the offering (with the "Offering Quantity"), then the Company will include in such registration securities in the following priority: (i) First, for a copy demand made by the Initiating Holders, all Registrable Securities owned by the Initiating Holders and the number of shares to each Holder requesting registration) be offered for the account of all other Designated Holders, pro rata, based on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities held by each such holder and the amount of Registrable Securities held by all such holders, on an as converted basis. To the extent more than 22.5% of the Registrable Securities, so requested to be registered by the Initiating Holders and the other Designated Holders are excluded from an offering under this Section 1.2(d) (a "Reload Event"), then the Designated Holders shall have the right to one additional Demand Registration under, and subject to the 3.1 upon the occurrence of each Reload Event (but in no event shall the number of Demand Registrations pursuant to this Agreement exceed a total of three Demand Registrations). (ii) Second, the number of shares to be offered for the account of the Company. (iii) Third, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of securities to be sold in clauses (i) and (ii), the Company will include in such registration any other Registrable Securities requested to be included in such Demand Registration offering, and if the number of such other holders' securities requested to be included exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)Offering Quantity, then the Company shall include in only each such Demand Registration, to the extent requesting holder's pro rata share of the number which the Company is so advised may be included in such offeringOffering Quantity, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce based on the amount of Registrable Securities it desires to have included in securities held by such Demand Registrationholder, whereupon only the Registrable Securitieson an as converted basis; provided, if any, it desires to have included will be so included that no shares under clauses (ii) and the Holders not so reducing (iii) shall be entitled to a corresponding increase in included on the amount of Registrable Securities to be included in such holder's first Demand RegistrationRegistration on Form S-3.

Priority in Demand Registrations. If a Demand Registration registration pursuant to -------------------------------- this Section 1 involves an Underwritten Offeringunderwritten offering, and the sole or lead managing Underwriterunderwriter (or, as in the case may beof an offering which is not underwritten, of such Underwritten Offering an investment banker) shall advise the Company in writing (with a copy to each Holder Person requesting registrationregistration of Registrable Securities) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities securities requested and otherwise proposed to be included in such Demand Registration registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall will include in such Demand Registration, registration to the extent of the number which the Company is so advised may can be included sold in such offering, first, the Registrable Securities requested to be included in of the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities Majority ----- Stockholder requested to be included in such Demand Registration by each of them. In the event the Company shall notregistration, by virtue of this Section 2.1(b), include in any Demand Registration all of together with the Registrable Securities (other than any Registrable Securities issued pursuant to a stock option plan or similar arrangement (the "Option Shares")) requested to be sold by the Other Stockholders, pro rata, among all such holders, on the --- ---- basis of the number of Registrable Securities (other than any Holder requesting Option Shares) requested to be included in such Demand Registrationregistration by such holders, second, any ------ Option Shares, pro rata, among such Holder mayholders, upon written notice to on the Company given within five days basis of the time such Holder first is notified number of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities --- ---- Option Shares requested to be included in such Demand Registrationregistration by such holders and third, the securities, if any, being sold by the Company. Notwithstanding the ----- foregoing, no employee stockholder will be entitled to participate in any such registration requested by the Majority Stockholder if the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of such employee stockholder would adversely affect the marketability of the securities being sold by the Majority Stockholder in such registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities requested to be included in such a Demand Registration exceeds the number which what can be sold in such offering without having a material adverse effect on the success of the offering (including, without limitation, an adverse impact on the selling price or the number of Registrable Securities that any participating Qualified Shareholder may sell within a price range acceptable to the Majority Holders of the Registration (Qualified Shareholders which requested such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offeringDemand Registration), then the Company shall will include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event which the Company shall notis so advised can be sold in such offering without having a material adverse effect on the success of such offering, pro rata among the holders thereof requesting such registration on the basis of the number of Registrable Securities requested to be included by virtue of this Section 2.1(b)such holders; provided, however, that the Company will include in any Demand Registration all Registration, prior to the inclusion of the any Registrable Securities of any Holder requesting to be included in which are not held by the Qualified Shareholders which requested such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount number of Registrable Securities it desires to have included which are held by the Qualified Shareholders which requested such Demand Registration which the Company is so advised can be sold in such Demand Registrationoffering, whereupon only the Registrable Securitiespro rata among such Qualified Shareholders, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registrationnecessary.

Priority in Demand Registrations. The exercise of the rights of the Purchaser under this Section 8 are at all times subject to the rights of the holders of the Prior Registrable Securities regarding registration thereof. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. At the discretion of the Company, the Demand Registration shall be managed by an underwriter. If a Demand Registration involves is an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities, and other securities, if any, which can be sold under this Section 8 without adversely affecting the marketability of the offering (with a copy the “Offering Quantity”), then the Company will include in such registration securities in the following priority: (i) first, all Registrable Securities requested to be included by the holders thereof, and if the number of such holder’s securities requested to be included exceeds the Offering Quantity, then the Company shall include only each Holder such requesting registration) holder’s pro rata share of the available Offering Quantity based on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in sold for the account of each such Demand Registration exceeds holder; and (ii) second, the number which can securities proposed to be sold in such offering within a price range acceptable to for the Majority Holders account of the Registration Company; and (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registrationiii) third, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of the number which securities to be sold pursuant to (i) and (ii) above, the Company is so advised may be included will include in such offering, the Registrable Securities requested registration any other securities to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number offering. Any Persons other than holders of Registrable Securities requested to be included who participate in such Demand Registration by each of them. In Registrations which are not at the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all Company’s expense must pay their share of the Registrable Securities of any Holder requesting to be included Registration Expenses as provided in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand RegistrationSection 8.6 hereof.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company and the Selling Investors in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities requested to be included in such registration by all other Selling Investors who have the right to include Registrable Securities in any such registration and any securities to be issued by the Company exceeds the largest number of securities which can be sold without reasonably expecting to have an adverse effect on such offering, including the price at which such securities can be sold, the number of such securities to be included in such registration shall be reduced to such extent, and the Company shall include in such registration such maximum number of securities as follows: (1) first, up to the full number of the Registrable Securities requested to be included in such registration by Selling Investors (other than Yxxxx) who have elected to participate in the registration (whether by initiating the demand or joining into the registration), provided that if such number is less than the full number of such Registrable Securities that are so requested to be included in such registration by Selling Investors, such number shall be allocated pro rata among the Selling Investors on the basis of the relative number of Registrable Securities each Selling Investor has requested to be included in such registration (with any number in excess of such Selling Investor’s request being reallocated among the Selling Investors in a like manner); (2) second, to the extent that the number of Registrable Securities which the Selling Investors have requested to be included in such registration is less than the number of equity securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, up to the full number of the Registrable Securities requested to be included in such registration by Yxxxx; and (3) third, up to the full amount of the securities which the Company proposes to sell for its own account. Each Selling Investor shall have the right to exclude its Registrable Securities from any underwritten Demand Registration exceeds the number which can if such Registrable Securities cannot be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand RegistrationSelling Investor.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder Investor requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders Required Investors of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated Investors allocated, pro rata in proportion to among the Investors based on the number of Registrable Securities requested held by each Investor to be included in such Demand Registration by each of themRegistration. In the event the Company shall not, by virtue of this Section 2.1(b2(a)(ii), include in any Demand Registration all of the Registrable Securities of any Holder Investor requesting to be included in such Demand Registration, such Holder Investor may, upon written notice to the Company given within five (5) days of the time such Holder Investor first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders Investors not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Initiating Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, first, the Registrable Securities requested to be included in the Demand Registration by the Initiating Holders and second, the Registrable Securities requested to be included in the Demand Registration by any other Holders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a The Company will not include in any Demand Registration involves an Underwritten Offering, and any securities (other than Company Registrable Securities) which are not Registrable Securities without the sole prior written consent of at least a majority of the Sterling Registrable Securities or lead managing UnderwriterCMP Registrable Securities, as the case may be, included in such registration. If any of such Underwritten Offering shall the Registrable Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering and the managing underwriter or underwriters of a Demand Registration advise the Company and the holders of such Registrable Securities in writing (with a copy that in its or their reasonable opinion the number of shares of Common Stock proposed to each Holder requesting registration) on be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or before distribution of the date five days prior to Common Stock, the date then scheduled for Company shall include in such offering thatregistration only such maximum number of Registrable Securities which, in its opinionthe reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the amount number of Sterling Registrable Securities, CMP Registrable Securities or Xxxxxx Registrable Securities, as the case may be, requested to be included in such registration, pro rata if necessary between (A) the Sterling Registrable Securities and Xxxxxx Registrable Securities, pro rata based on the aggregate number of Sterling Registrable Securities and Xxxxxx Registrable Securities requested to be so included, on one hand and (B) CMP Registrable Securities, on the other hand; (ii) second, the number of Company Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration registration, if any; (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)iii) third, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of all Other Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall notregistration, by virtue of this Section 2.1(b)pro rata if necessary; (iv) fourth, include in any Demand Registration all of the Registrable Securities of any Holder requesting other securities requested to be included in such Demand Registrationregistration pursuant to "demand registration" rights granted to other Persons, provided that such Holder mayrights will have been granted only as permitted by this Agreement; and (v) fifth, upon written notice to the Company given within five days shares of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities Common Stock held by other holders requested to be included in such Demand Registrationregistration, pro rata if necessary.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriterunderwriter, as the case may be, of such Underwritten Offering shall advise the Company MLP in writing (writing, with a copy to each Holder requesting registration) , on or before the date five ten (10) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)Initiating Holders, the Company MLP shall include in such Demand Registration, to the extent of the number which the Company MLP is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated as follows (subject to the Investors’ pro rata allocation rights set forth in proportion the Investors Registration Rights Agreement): (i) first, 100% of the Registrable Securities of the Founders representing Base Units which have not previously been sold by such Founders, (ii) second, only if all of the Registrable Securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included therein by the Holders allocated pro rata among such Holders and based, for each such selling Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Holder in such Demand Registration in excess of the number of Registrable Securities included in clause (i), by (B) the aggregate number of Registrable Securities not included in clause (i) proposed to be sold by each of them. In the event the Company shall notsuch Holder in such Demand Registration, by virtue of this Section 2.1(b)and (iii) third, include in any Demand Registration only if all of the Registrable Securities of in clause (ii) have been included, any Holder requesting other securities requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registrationtherein.

Priority in Demand Registrations. The Company will not include in any Demand Registration any securities (including securities to be sold for the account of the Company) which are not Registrable Securities without the prior written consent of holders of at least a majority of the 399 Venture Registrable Securities and Xxxxxxx Registrable Securities (collectively, the "Demand Securities") included in such registration. If any of the Registrable Securities proposed to be registered pursuant to a Demand Registration involves an Underwritten Offering, are to be sold in a firm commitment underwritten offering and the sole managing underwriter or lead managing Underwriter, as the case may be, underwriters of such Underwritten Offering shall a Demand Registration advise the Company and the holders of such Registrable Securities in writing (with a copy that in its or their reasonable opinion the number of shares of Common Stock proposed to each Holder requesting registration) on be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or before distribution of the date five days prior to Common Stock, the date then scheduled for Company shall include in such offering thatregistration only such maximum number of securities which, in its opinionthe reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the amount number of Registrable Demand Securities requested to be included in such registration, (allocated among such holders on a pro rata basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding); (ii) next, the securities the Company has requested to be included in such registration, if any; (iii) next, the shares of Common Stock being registered by holders with incidental or "piggyback" registration rights requested to be included in such Demand Registration exceeds the number which can be sold in (allocated among such offering within holders on a price range acceptable to the Majority Holders pro rata basis based upon their respective percentage of ownership of the Registration (such writing to state the basis of such opinion and the approximate total number of Registrable Securities which may be included in such offeringshares of Common Stock then outstanding), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringand (iv) next, the Registrable Securities requested shares of Common Stock being registered by holders without registration rights that are permitted to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included participate in such Demand Registration by each (allocated among such holders on a pro rata basis based upon their respective percentage of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all ownership of the Registrable Securities total number of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days shares of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand RegistrationCommon Stock then outstanding).

Priority in Demand Registrations. If a Demand Registration involves is an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the marketability of the offering (with the "OFFERING QUANTITY"), then the Company will include in such registration securities in the following priority: (i) First, for a copy demand made by the Initiating Holders, all Registrable Securities owned by the Initiating Holders and the number of shares to each Holder requesting registration) be offered for the account of all other Designated Holders, pro rata, based on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities held by each such holder and the amount of Registrable Securities held by all such holders, on an as converted basis. To the extent more than 22.5% of the Registrable Securities, so requested to be registered by the Initiating Holders and the other Designated Holders are excluded from an offering under this Section 1.2(d) (a "RELOAD Event"), then the Designated Holders shall have the right to one additional Demand Registration (but in no event shall the number of additional Demand Registrations pursuant to this Agreement exceed a total of three additional Demand Registrations) under, and subject to the limitations of, Section 3.1 upon the occurrence of each Reload Event. (ii) Second, the number of shares to be offered for the account of the Company. (iii) Third, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of securities to be sold in clauses (i) and (ii), the Company will include in such registration any other Registrable Securities requested to be included in such Demand Registration offering, and if the number of such other holders' securities requested to be included exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)Offering Quantity, then the Company shall include in only each such Demand Registration, to the extent requesting holder's pro rata share of the number which the Company is so advised may be included in such offeringOffering Quantity, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce based on the amount of Registrable Securities it desires to have included in securities held by such Demand Registrationholder, whereupon only the Registrable Securitieson an as converted basis; PROVIDED, if any, it desires to have included will be so included THAT no shares under clauses (ii) and the Holders not so reducing (iii) shall be entitled to a corresponding increase in included on the amount of Registrable Securities to be included in such holder's first Demand RegistrationRegistration on Form S-3.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Required Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated allocated, pro rata in proportion to among the Investors based on the number of Registrable Securities requested to be included in such Demand Registration held by each of themInvestor (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party). In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder mayHolder, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, may reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a the managing underwriters in any Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company that the number of securities proposed to be included in writing such registration exceeds the Underwriters’ Maximum Number therefor, then: (with a copy i) the Company will be obligated to each Holder requesting registration) on or before the date five days prior to the date then scheduled for include in such offering that, in its opinion, the amount registration that number of Registrable Securities requested by Holders to be included in such registration as does not exceed the Underwriters’ Maximum Number, and such number of Registrable Securities will be allocated pro rata among such Holders on the basis of the number of Registrable Securities held by each such Holder; (ii) if the Underwriters’ Maximum Number exceeds the number of Registrable Securities requested by Holders to be included in such registration, then the Company will be entitled to include in such registration that number of securities as has been requested by the Company to be included in such registration for the account of the Company and that is not greater than such excess; and (iii) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities that the Company is obligated under clause (i) above to include in such Demand Registration plus the number of securities that the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities as security holders other than Holders may have requested be included in such registration and that is not greater than such excess, and such number of securities will be allocated pro rata among such security holders on the basis of the number of such securities requested to be included in such registration by each such security holder. Neither the Company nor any of its other security holders will be entitled to include any securities in any underwritten Demand Registration exceeds unless the number which can be sold Company or such security holders (as the case may be) agree in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state sell such securities on the basis of such opinion same terms and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, conditions as apply to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration held by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date that is five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration registration pursuant to this Section 2.1 involves an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, underwriter of such Underwritten Offering shall advise underwritten offering advises the Company in writing (with a copy to each Holder requesting registrationParticipating Holder) on or before the date five days prior to the date then scheduled for such offering that, in of its opinion, belief that the amount of securities requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within an acceptable price range, then the amount of securities to be sold in such offering shall be reduced in accordance with the advice of such managing underwriter. In the case of any such reduction, then the Company shall include in such Demand Registration that amount of Registrable Securities that the Company is so advised can be sold in (or during the time of) the offering, as follows: FIRST, Registrable Securities of any Participating Holder that is an underwriter or and affiliate of the Company in an amount sufficient to include all the shares of Registrable Securities offered by such Participating Holder or an amount sufficient to reduce the amount of such Participating Holder's Registrable Securities held after the offering to a level that would cause such Participating Holder to no longer be an underwriter or an affiliate of the Company, whichever amount is less; SECOND, such Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state Statement by any other Participating Holder, PRO RATA on the basis of the amount of such opinion securities held by such other holder; and the approximate number THIRD, all other securities of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities duly requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand RegistrationStatement.

Priority in Demand Registrations. If a The Company will not include in any Demand Registration involves an Underwritten Offering, and any securities (other than Company Registrable Securities) which are not Registrable Securities without the sole prior written consent of at least a majority of the Sterling Registrable Securities or lead managing UnderwriterCMP Registrable Securities, as the case may be, included in such registration. If any of such Underwritten Offering shall the Registrable Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering and the managing underwriter or underwriters of a Demand Registration advise the Company and the holders of such Registrable Securities in writing (with a copy that in its or their reasonable opinion the number of shares of Common Stock proposed to each Holder requesting registration) on be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or before distribution of the date five days prior to Common Stock, the date then scheduled for Company shall include in such offering thatregistration only such maximum number of Registrable Securities which, in its opinionthe reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the amount number of Sterling Registrable Securities or CMP Registrable Securities, as the case may be, 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 Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration registration, if any; (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)iii) third, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of all Other Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall notregistration, by virtue of this Section 2.1(b)pro rata if necessary; (iv) fourth, include in any Demand Registration all of the Registrable Securities of any Holder requesting other securities requested to be included in such Demand Registrationregistration pursuant to "demand registration" rights granted to other Persons, provided that such Holder mayrights will have been granted only as permitted by this Agreement; and (v) fifth, upon written notice to the Company given within five days shares of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities Common Stock held by other holders requested to be included in such Demand Registrationregistration, pro rata if necessary.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If (x) a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Required Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering) or (y) the SEC requires that the Company register less than the amount of shares of Common Stock originally included on any Registration Statement at the time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Demand Registration Statement (in accordance with this paragraph), the Company shall include shall: first, reduce all securities that are not Registrable Securities in such Demand Registration Statement, pro rata among such holders of such securities, and second, reduce the number of Registrable Securities of the Holders included in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by pro rata among the Holders allocated pro rata in proportion to based on the number of Registrable Securities requested held by each Holder (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party); provided, that following any such decrease by more than 20% of the Registrable Securities to be included in such Registration Statement, at the request of the Required Holders, such Required Holders may elect to withdraw such Registration Statement and thereafter the Request for such Demand Registration Statement shall not be deemed to constitute a Request for purposes of Section 2(g)(iii)(3) hereof; provided further, that any decrease by each 20% or less of themthe Registrable Securities to be included in such Registration Statement, at the request of the Required Holders, such Required Holders may elect to withdraw such Registration Statement and thereafter the Request for such Demand Registration Statement shall be deemed to constitute a Request for purposes of Section 2(g)(iii)(3) hereof, unless the holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred). In the event the Company shall not, by virtue of this Section 2.1(b2(g)(ii), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days Company, select which Registrable Securities of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registrationincluded.

Priority in Demand Registrations. If a Demand Registration involves is an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the marketability of the offering (with the "OFFERING QUANTITY"), then the Company will include in such registration securities in the following priority: (i) First, for a copy demand made by the Initiating Holders, all Registrable Securities owned by the Initiating Holders and the number of shares to each Holder requesting registration) be offered for the account of all other Designated Holders, pro rata, based on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities held by each such holder and the amount of Registrable Securities held by all such holders, on an as converted basis. To the extent more than 22.5% of the Registrable Securities, so requested to be registered by the Initiating Holders and the other Designated Holders are excluded from an offering under this Section 1.2(d) (a "RELOAD Event"), then the Designated Holders shall have the right to one additional Demand Registration under, and subject to the limitations of, Section 3.1 upon the occurrence of each Reload Event (but in no event shall the number of Demand Registrations pursuant to this Agreement exceed a total of three Demand Registrations). (ii) Second, the number of shares to be offered for the account of the Company. (iii) Third, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of securities to be sold in clauses (i) and (ii), the Company will include in such registration any other Registrable Securities requested to be included in such Demand Registration offering, and if the number of such other holders' securities requested to be included exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)Offering Quantity, then the Company shall include in only each such Demand Registration, to the extent requesting holder's pro rata share of the number which the Company is so advised may be included in such offeringOffering Quantity, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce based on the amount of Registrable Securities it desires to have included in securities held by such Demand Registrationholder, whereupon only the Registrable Securitieson an as converted basis; provided, if any, it desires to have included will be so included that no shares under clauses (ii) and the Holders not so reducing (iii) shall be entitled to a corresponding increase in included on the amount of Registrable Securities to be included in such holder's first Demand RegistrationRegistration on Form S-3.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable 8 Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b2.2(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for commencement of such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the such amount of Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata PRO RATA in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. The exercise of the rights of the Purchaser under this Section 8 are at all times subject to the rights of the holders of the Prior Registrable Securities regarding registration thereof. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. At the discretion of the Company, the Demand Registration shall be managed by an underwriter. If a Demand Registration involves is an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities, and other securities, if any, which can be sold under this Section 8 without adversely affecting the marketability of the offering (with a copy the “Offering Quantity”), then the Company will include in such registration securities in the following priority: (i) first, all Registrable Securities requested to be included by the holders thereof, and if the number of such holder’s securities requested to be included exceeds the Offering Quantity, then the Company shall include only each Holder such requesting registration) holder’s pro rata share of the available Offering Quantity based on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in sold for the account of each such Demand Registration exceeds holder; and (ii) third, the number which can securities proposed to be sold in such offering within a price range acceptable to for the Majority Holders account of the Registration Company; and (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registrationiii) fourth, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of the number which securities to be sold pursuant to (i) and (ii) above, the Company is so advised may be included will include in such offering, the Registrable Securities requested registration any other securities to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number offering. Any Persons other than holders of Registrable Securities requested to be included who participate in such Demand Registration by each of them. In Registrations which are not at the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all Company’s expense must pay their share of the Registrable Securities of any Holder requesting to be included Registration Expenses as provided in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand RegistrationSection 8.6 hereof.

Priority in Demand Registrations. If a Demand Registration registration pursuant to Section 3.01(a) involves an Underwritten Offeringunderwritten offering of the securities so being registered, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise Managing Underwriter advises the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its such firm’s reasonable good faith opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each registration exceeds the number that can be sold in such offering without having a significant adverse effect on the price, timing or distribution of them. In the event securities offered or the market for securities offered, then (x) the Company shall notgive Notice to each Holder whose Registrable Securities have been requested to be included therein of such communication from the Managing Underwriter, by virtue and of this Section 2.1(b), the effect thereof on the ability of such Holders to include their Registrable Securities in any Demand Registration all such registration and (y) the Registrable Securities to be offered for the accounts of the Holders in such offering shall be reduced or limited pro rata among the Holders requesting such registration on the basis of the percentage of the Registrable Securities that the Holders have requested to be included. If the Holders requesting registration under Section 3.01(a) are unable to sell at least seventy-five percent (75%) of any Holder requesting the Registrable Securities requested by such Holders to be included in such Demand Registration, such Holder may, upon written notice any registration pursuant to the Company given within five days Section 3.01(a) as a result of the time Managing Underwriter’s cutback pursuant to this Section 3.01(f), then such Holder first is notified registration shall not count as a requested registration for purposes of such matterSection 3.01(b). In connection with any registration as to which a reduction or limitation as set forth in this Section 3.01(f) shall apply, reduce the amount of no securities other than Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in covered by such Demand Registrationregistration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities and Other Registrable Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Required Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities and Other Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities and Other Registrable Securities requested to be included in the Demand Registration by the Holders and the Other Investors allocated (x) first among the Noteholders and the Other Investors, (I) with the Other Investors being entitled to the Other Investor Percentage of such Demand Registration and (II) with the Noteholders dividing the remainder of such Demand Registration pro rata based on the number of (i) Conversion Shares and New Conversion Shares issued or issuable upon conversion of the Notes and the New Securities, respectively, held by each Noteholder and (ii) shares of any capital stock of the Company issued or issuable, with respect to Notes held by each Noteholder (the "NOTE REGISTRABLE SECURITIES") as adjusted to be in proportion to the number of Note Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall notthem (on an as converted, by virtue of this Section 2.1(b), include in fully-diluted basis and without giving effect to any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase conversion limitations contained in the amount of Registrable Securities to be included in Notes held by any such Demand Registration.party) and (y)

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, Underwriter (as the case may be, ) of such any Demand Registration that is an Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders Required Investors of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)Registration, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities requested to be included in the Demand Registration by the Holders Investors, allocated pro rata in proportion to among the Investors based on the number of Registrable Securities requested to be included in such Demand Registration held by each Investor (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party and without regard to whether such securities are then convertible or exercisable). The Company shall promptly inform each Investor regarding the receipt of themany such advice, and of the proposed allocation. In the event the Company shall not, by virtue of this Section 2.1(b2(a)(ii), include in any Demand Registration all of the Registrable Securities of any Holder Investor requesting to be included in such Demand Registration, such Holder Investor may, upon written notice to the Company given within five (5) days of the time such Holder Investor first is notified of such mattermatter (or such lesser time as the managing Underwriter shall advise is available so as not to interfere with the offering), reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders Investors not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Initiating Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration demand registration pursuant to this Section 4 involves an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter in good faith advises the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities securities requested to be included in such Demand Registration registration (including securities of the Company which are not Registrable Shares) exceeds the largest number of securities which can be sold in such offering within a price range without having an adverse effect on such offering (including the price, acceptable to the Majority Holders Shareholders requesting such registration, at which such securities can be sold), then the Company will include in such registration (i) FIRST, 100% of the Registration Registrable Shares requested to be registered pursuant to Section 4(a) (such writing to state provided that if the basis of such opinion and the approximate number of Registrable Securities which may Shares requested to be included in such offering), the Company shall include in such Demand Registration, registered pursuant to the extent of Section 4(a) exceeds the number which the Company is so has been advised may can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Shares to be included in such offering, the Registrable Securities requested to be included in the Demand Registration registration by the Holders Shareholders shall be allocated pro rata in proportion to among such Shareholders on the basis of the relative number of Registrable Securities Shares each Shareholder has requested to be included in such Demand Registration by each registration); and (ii) SECOND, to the extent that the number of them. In Registrable Shares requested to be registered pursuant to Section 4(a) is less than the event number of securities which the Company shall nothas been advised can be sold in such offering without having the adverse effect referred to above, by virtue such number of this Section 2.1(b)shares of equity securities that, include in any Demand Registration all of FIRST, the Registrable Securities of any Holder requesting Company and, SECOND, Other Holders may request to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registrationregistration.

Priority in Demand Registrations. If a Demand Registration requested registration pursuant to this Section 3 involves an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities securities requested to be included in such Demand Registration registration exceeds the number which can be sold in such offering within a without adversely affecting the price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall will include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, registration only the Registrable Securities requested to be included in such registration. In the Demand Registration by the Holders allocated pro rata in proportion to event that the number of Registrable Securities requested to be included in such Demand Registration by each registration exceeds the number which, in the opinion of them. In the event the Company shall notsuch managing underwriter, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to can be included so sold in such Demand Registrationoffering, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified number of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registrationregistration shall be allocated pro rata among all requesting Holders on the basis of the number of Registrable Securities then individually held by each such Holder relative to the aggregate number of Registrable Securities held by all requesting Holders (provided that such 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). If the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be so sold in such offering, the Company may include in such registration securities of the same class or series of capital stock constituting the Registrable Securities for which registration is requested (or American Depositary Shares, as applicable) which the Company proposes to sell up to the number of securities that, in the opinion of the underwriter, can be so sold in such offering. In the event that the number of Registrable Securities requested to be included in such registration plus the number of securities proposed to be included in such registration by the Company is less than the number which, in the opinion of the managing underwriter, can be so sold in such offering, the securities requested to be included in such registration by other Persons whose requests have been approved by the Company (which securities are of the same class or series as the Registrable Securities proposed to be registered by the Holders (or American Depositary Shares, as applicable)) may be included in such registration up to the number of securities that, in the opinion of the underwriter, can be so sold.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, (A) first, the Registrable Securities requested to be included in the Demand Registration by Cerberus and, solely with respect to the Class A Common Shares acquired pursuant to the Xxxxxx Stock Purchase Agreement, Xxxxxx, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them, and (ii) second, the Registrable Securities requested to be included in the Demand Registration by the other Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriterunderwriter, as the case may be, of such Underwritten Offering shall advise the Company MLP in writing (writing, with a copy to each Holder requesting registration) , on or before the date five ten (10) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)Initiating Holders, the Company MLP shall include in such Demand Registration, to the extent of the number which the Company MLP is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated as follows (subject to the Investors' pro rata allocation rights set forth in proportion the Investors Registration Rights Agreement): (i) first, 100% of the Registrable Securities of the Founders representing Base Units which have not previously been sold by such Founders, (ii) second, only if all of the Registrable Securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included therein by the Holders allocated pro rata among such Holders and based, for each such selling Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Holder in such Demand Registration in excess of the number of Registrable Securities included in clause (i), by (B) the aggregate number of Registrable Securities not included in clause (i) proposed to be sold by each of them. In the event the Company shall notsuch Holder in such Demand Registration, by virtue of this Section 2.1(b)and (iii) third, include in any Demand Registration only if all of the Registrable Securities of in clause (ii) have been included, any Holder requesting other securities requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registrationtherein.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities and Other Registrable Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Required Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities and Other Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities and Other Registrable Securities requested to be included in the Demand Registration by the Holders and the Other Investors allocated (x) first among the Noteholders and the Other Investors, (I) with the Other Investors being entitled to the Other Investor Percentage of such Demand Registration and (II) with the Noteholders dividing the remainder of such Demand Registration pro rata based on the number of (i) Conversion Shares issued or issuable upon conversion of the Notes held by each Noteholder and (ii) shares of any capital stock of the Company issued or issuable, with respect to Notes held by each Noteholder (the “Note Registrable Securities”) as adjusted to be in proportion to the number of Note Registrable Securities requested to be included in such Demand Registration by each of themthem (on an as converted, fully-diluted basis and without giving effect to any conversion limitations contained in the Notes held by any such party) and (y) second, to the extent to which any shares remain after all of the Note Registrable Securities requested to be included in such Demand Registration are covered by such Registration Statement, pro rata among the Investors and the Other Investors based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities held by each Investor and Other Investor (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party). In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder mayHolder, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, may reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing and the Other Investors shall be entitled to a corresponding increase in the amount of Registrable Securities or Other Registrable Securities, as applicable, to be included in such Demand Registration. Notwithstanding anything to the contrary contained in this Agreement, the Prencen Funds may, at its written request, substitute Common Stock issued or issuable upon conversion of the Series C Preferred Shares held by the Prencen Funds in lieu of a like number of Registrable Securities of the Prencen Funds or other securities entitled to registration by such Prencen Funds in such Demand Registration hereunder; for the avoidance of doubt, the foregoing shall not reduce the number of Registrable Securities allocated to any of the Investors in accordance with Section 2.1 hereof.

Priority in Demand Registrations. If (x) a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Demand Required Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering) or (y) the SEC requires that the Company register less than the amount of shares of Common Stock originally included on any Registration Statement at the time it was filed, the Registrable Securities on such registration statement and any other securities allowed to be registered on such Demand Registration Statement (in accordance with this paragraph), the Company shall include shall: first, reduce all securities that are not Registrable Securities in such Demand Registration Statement, pro rata among such holders of such securities, and second, reduce the number of Registrable Securities of the Holders included in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by pro rata among the Holders allocated pro rata in proportion to based on the number of Registrable Securities requested held by each Holder (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party); provided, that following any such decrease by more than 20% of the Registrable Securities to be included in such Registration Statement, at the request of the Demand Required Holders, such Demand Required Holders may elect to withdraw such Registration Statement and thereafter the Request for such Demand Registration Statement shall not be deemed to constitute a Request for purposes of Section 2(g)(iii)(3) hereof; provided further, that any decrease by each 20% or less of themthe Registrable Securities to be included in such Registration Statement, at the request of the Demand Required Holders, such Demand Required Holders may elect to withdraw such Registration Statement and thereafter the Request for such Demand Registration Statement shall be deemed to constitute a Request for purposes of Section 2(g)(iii)(3) hereof, unless the holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred). In the event the Company shall not, by virtue of this Section 2.1(b2(g)(ii), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days Company, select which Registrable Securities of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registrationincluded.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company and the Selling Investors in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities requested to be included in such registration by all other Selling Investors who have the right to include Registrable Securities in any such registration and any securities to be issued by the Company exceeds the largest number of securities which can be sold without reasonably expecting to have an adverse effect on such offering, including the price at which such securities can be sold, the number of such securities to be included in such registration shall be reduced to such extent, and the Company shall include in such registration such maximum number of securities as follows: (1) FIRST, up to the full number of the Registrable Securities requested to be included in such registration by the Investor that initiated such Demand Registration exceeds (the "INITIATING INVESTOR"); (2) SECOND, to the extent that the number of Registrable Securities which the Initiating Investor requested to be included in such registration is less than the number of equity securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, up to the full number of the Registrable Securities requested to be included in such registration by Investors (other than Xxxxx) (the "NON-INITIATING INVESTORS"), PROVIDED that if such number is less than the full number of such Registrable Securities that are so requested to be included in such registration by the Non-Initiating Investors, such number shall be allocated pro rata among the Non-Initiating Investors on the basis of the relative number of Registrable Securities each Non-Initiating Investor has requested to be included in such registration (with any number in excess of such Non-Initiating Investor's request being reallocated among the Non-Initiating Investors in a like manner); (3) THIRD, to the extent that the number of Registrable Securities which the Initiating Investor and the Non-Initiating Investors have requested to be included in such registration is less than the number of equity securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, up to the full number of the Registrable Securities requested to be included in such registration by Xxxxx; and (4) FOURTH, up to the full amount of the securities which the Company proposes to sell for its own account. Each Selling Investor shall have the right to exclude its Registrable Securities from any underwritten Demand Registration if such Registrable Securities cannot be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand RegistrationSelling Investor.

Priority in Demand Registrations. If a Demand Registration -------------------------------- involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities --- ---- requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. 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 at least a majority of the Vectura Registrable Securities included in such registration. If any of the Registrable Securities proposed to be registered pursuant to a Demand Registration involves an Underwritten Offering, are to be sold in a firm commitment underwritten offering and the sole managing underwriter or lead managing Underwriter, as the case may be, underwriters of such Underwritten Offering shall a Demand Registration advise the Company and the holders of such Registrable Securities in writing (with a copy that in its or their reasonable opinion the number of shares of Common Stock proposed to each Holder requesting registration) on be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or before distribution of the date five days prior to Common Stock, the date then scheduled for Company shall include in such offering thatregistration only such maximum number of Registrable Securities which, in its opinionthe reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the amount number of Vectura Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)registration, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated pro rata in proportion to if necessary; (ii) second, the number of Company Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall notregistration, by virtue of this Section 2.1(b)if any; (iii) third, include in any Demand Registration all of the Other Registrable Securities of any Holder requesting requested to be included in such Demand Registrationregistration, such Holder maypro rata if necessary; (iv) fourth, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities all other securities requested to be included in such Demand Registrationregistration 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, shares of Common Stock held by other holders requested to be included in such registration, pro rata if necessary.

Priority in Demand Registrations. The exercise of the rights of the Purchasers under this Section 7 are at all times subject to the rights of the holders of the Prior Registrable Securities regarding registration thereof. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. At the discretion of the Company, the Demand Registration shall be managed by an underwriter. If a Demand Registration involves is an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities, and other securities, if any, which can be sold under this Section 7 without adversely affecting the marketability of the offering (with a copy the “Offering Quantity”), then the Company will include in such registration securities in the following priority: (i) first, all Registrable Securities requested to be included by the holders thereof, and if the number of such holder’s securities requested to be included exceeds the Offering Quantity, then the Company shall include only each Holder such requesting registration) holder’s pro rata share of the available Offering Quantity based on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in sold for the account of each such Demand Registration exceeds holder; and (ii) second, the number which can securities proposed to be sold in such offering within a price range acceptable to for the Majority Holders account of the Registration Company; and (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Demand Registrationiii) third, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of the number which securities to be sold pursuant to (i) and (ii) above, the Company is so advised may be included will include in such offering, the Registrable Securities requested registration any other securities to be included in the Demand Registration by the Holders allocated pro rata in proportion to the number offering. Any Persons other than holders of Registrable Securities requested to be included who participate in such Demand Registration by each of them. In Registrations which are not at the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all Company’s expense must pay their share of the Registrable Securities of any Holder requesting to be included Registration Expenses as provided in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand RegistrationSection 7.6 hereof.

Priority in Demand Registrations. If in connection with a Demand Registration involves an Underwritten Offeringregistration pursuant to Section 3.2, and the sole or lead managing Underwriterunderwriter of such registration (or, as in the case may beof an offering which is not underwritten, of such Underwritten Offering a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Holder Person requesting registrationregistration of Registrable Securities or Class B Common Stock) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities securities requested or otherwise proposed to be included in such Demand Registration registration exceeds the number which can be sold in such offering within a price range acceptable to without materially and adversely affecting the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering)offering price, the Company shall include in such Demand Registrationregistration, to the extent of the number which the Company is so advised may can be included sold in such offeringoffering without such material adverse effect: first, the Registrable Securities requested to be included in of the Demand Registration by the Principal Holders allocated requesting registration, on a pro rata in proportion to basis (based on the number of shares of Registrable Securities requested to be included in such Demand Registration registered by each of them. In such Principal Holder); second, the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requesting securities (other than Class B Common Stock) requested to be included in such Demand Registration, such Holder may, upon written notice to registration by other Persons or proposed by the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration (for the Company’s own account, or to fund a redemption pursuant to Article II, or to the extent necessary to fund redemptions of Class B Common Stock pursuant to Section 1.3(e) or 1.3(f)), in such amounts and proportions as the Company may determine; and third, the Class B Common Stock requested to be included in such registration by Class B Holders pursuant to Section 1.3(b) and 3.7, on a pro rata basis based on the number of shares of Class B Common Stock so requested to be included by each such Class B Holder. Notwithstanding the foregoing, any requesting Principal Holder may withdraw such holder’s request for registration upon learning of such required proration, in which case none of such Principal Holder’s Registrable Securities will be included in such registration or offering, and, if the proration resulting in such withdrawal would result in a reduction of 30% or more of the Registrable Securities that such Principal Holder initially requested be included in the Section 3.2 Demand RegistrationRegistration Statement, such Principal Holder will be deemed not to have used one of its requests for registration provided for in Section 3.2.