Common use of Priority in Piggyback Registrations Clause in Contracts

Priority in Piggyback Registrations. (i) In a requested registration pursuant to Section 2(a), if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Registrable Securities and securities held by other persons who are not Holders of Registrable Securities requested to be included in such registration, pro rata among the Holders of Registrable Securities and the other persons who are not Holders of Registered Securities on the basis of the number of shares requested by each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to be included in such registration, pro rata among the holders of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities on the basis of the number of shares requested by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then the priority shall be as set forth in Section 1(e)(i) of this Agreement.

Priority in Piggyback Registrations. (i) In If a requested registration pursuant to Section 2(a2.2 hereof involves an underwritten offering and the managing underwriter advises Nasdaq in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the price, timing or distribution of the securities to be offered, in such offering as contemplated by Nasdaq (other than the Registrable Securities), if then, subject to Section 2.8, (i) in the case such registration is being made pursuant to the registration demand rights under the Existing Registration Rights Agreement as in effect on the date of this Registration Rights Agreement (but without giving effect to any amendment, supplement or other modification of such agreement after the date hereof), Nasdaq will include in such registration (A) first, the Registrable Securities and other securities requested to be included in such registration by the Persons that are, as of the date of this Registration Rights Agreement, entitled to be included in such underwriting which, in the opinion of such managing underwriter, can be sold, without having any such adverse effect, with the number of securities (including Registrable Securities) to be underwritten allocated amongst such Persons on a pro rata basis determined based on the number of such securities (including Registrable Securities) requested for inclusion by such Person and (B) second, to the extent all Registrable Securities and other securities requested to be included in such underwriting pursuant to the aforementioned (i)(A) have been included, other securities requested to be included in such registration which, in the opinion of the managing or lead underwriters advise NationsRent underwriter, can be sold without having any such adverse effect, and (ii) otherwise (A) first, 100% of the securities Nasdaq proposes to sell, (B) second, the Registrable Securities and other securities requested to be included in writing such registration by the Persons that are, as of the date of this Registration Rights Agreement, entitled to be included in their such underwriting, including pursuant to the Existing Registration Rights Agreement, which, in the opinion of such managing underwriter, can be sold, without having any such adverse effect, with the number of securities (including Registrable Securities) to be underwritten allocated amongst such Persons on a pro rata basis determined based on the number of such securities (including Registrable Securities) requested for inclusion by such Person, and (C) third to the extent that the amount of securities requested to be included in such registration exceeds can, in the number which can opinion of such managing underwriter, be sold in an orderly manner in such offering within a price range acceptable without having the adverse effect referred to NationsRent or the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Registrable Securities and amount of securities held by any other persons who are not Holders of Registrable Securities requested Person which have the right to be included in such registration, pro rata among the Holders of Registrable Securities and the other persons who are not Holders of Registered Securities on the basis of the number of shares requested by each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to be included in such registration, pro rata among the holders of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities on the basis of the number of shares requested by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then the priority shall be as set forth in Section 1(e)(i) of this Agreement.

Priority in Piggyback Registrations. (i) In If a requested registration pursuant to this Section 2(a), if 2.1 involves an underwritten offering and the managing or lead underwriters advise NationsRent underwriter advises the Company in writing that (a copy of which shall be provided to the Holders) that, in their opinion its opinion, the number of securities Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering within a price range acceptable to NationsRent or offering, then the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall Company will include in (A) any such registration initiated by the Company or other holder of Securities (other than the Holders): (i) first, if the Securities the Company proposes to sell for its own account; (ii) second, on a pro rata basis, on the basis of the number of Securities requested to be included in such registration was by each such holder, the Securities requested to be included in such registration by the LQ Parent Holders pursuant to the LQ Parent Registration Rights Agreement and the Registrable Securities requested to be included in such registration by the Holders; and (iii) third, such other Securities entitled to be included in such registration and the holders of which submitted a proper request for inclusion in such registration; and (B) any such registration initiated by NationsRentthe Holders pursuant to this Agreement: (i) first, the securities NationsRent Securities the Company proposes to sell, and sell for its own account; (ii) second, the Registrable Securities and securities held requested to be included in such registration by other persons who are not Holders of Holders; (iii) third, the Registrable Securities requested to be included in such registration, pro rata among the registration by LQ Parent Holders of Registrable Securities and the other persons who are not Holders of Registered Securities on the basis of the number of shares requested by each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A a LQ Parent Registration Rights Agreement; and (iv) fourth, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested such other Securities entitled to be included in such registration exceeds and the number holders of which can be sold in an orderly manner submitted a proper request for inclusion in such offering within a price range acceptable to NationsRent or the registration. Any other persons who are not selling holders of Series A Registrable the Company’s Securities who requested the filing of (other than transferees to whom a registration statement as contemplated by Section 2(aHolder has assigned its rights under this Agreement) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to will be included in such registration, pro rata among an underwritten offering only with the holders consent of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities on the basis Holders holding a majority of the number of shares requested by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities to be included being sold in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then the priority shall be as set forth in Section 1(e)(i) of this Agreement.

Priority in Piggyback Registrations. (i) In If a requested registration pursuant to this Section 2(a1.03 involves an underwritten offering and a majority of the joint lead bookrunning underwriters shall advise the Company that, in their good faith view (based primarily upon prevailing market conditions), if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities (including all Registrable Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company will include in such registration in the following order: (i) all Registrable Securities requested to be included in such registration exceeds underwritten offering by the Holders pursuant to Section 1.03(a) and all Company Common Stock requested to be included in such underwritten offering pursuant to the Existing Shareholders Agreement (provided, however, that if the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Registrable Securities and securities held by other persons who are not Holders of Registrable Securities requested to be included in such registrationunderwritten offering by the Holders pursuant to Section 1.03(a) and the Company Common Stock requested to be included in such underwritten offering pursuant to the Existing Shareholders Agreement exceeds the number which the Company has been advised can be sold in such underwritten offering without having the negative effect referred to above, the number of such Registrable Securities requested to be included in such underwritten offering by the Holders pursuant to Section 1.03(a) and the number of Company Common Stock requested to be included in such underwritten offering pursuant to the Existing Shareholders Agreement shall be allocated pro rata among all such requesting Holders and such requesting holders of Company Common Stock on the Holders basis of the number of Registrable Securities and Company Common Stock each such other Holder or holder, respectively, has requested to be included in such underwritten offering); and (ii) to the extent that the number of Registrable Securities and Company Common Stock requested to be included in such underwritten offering pursuant to Section 1.03(a) and the Existing Shareholders Agreement, respectively, is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such underwritten offering without having the significant negative effect on pricing referred to above, all the Priority Securities (including any to be sold for the Company’s own account or for other persons who are not Holders holders of Registered Priority Securities (other than for the account of any Holders)) (provided, however, that if the number of Registrable Securities and Company Common Stock requested to be included in such underwritten offering pursuant to Section 1.03(a) and the Existing Shareholders Agreement, together with the number of Priority Securities to be included in such underwritten offering pursuant to this clause (ii), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such Priority Securities to be included in such underwritten offering shall be allocated pro rata among all holders of Priority Securities on the basis of the number of shares requested by Priority Securities each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities holder has requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to be included in such registration, pro rata among the holders of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities on the basis of the number of shares requested by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities to be included in such underwritten offering. Notwithstanding the foregoing, if the registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then the priority shall be as set forth in Section 1(e)(i) of this Agreement).

Priority in Piggyback Registrations. (i) In If a requested registration pursuant to this Section 2(a), if 2.1 involves an underwritten offering and the managing or lead underwriters advise NationsRent underwriter advises the Company in writing that (a copy of which shall be provided to the Holders) that, in their opinion its opinion, the number of securities Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering within a price range acceptable to NationsRent or offering, then the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall Company will include in such registration registration: (i) first, if the registration was initiated by NationsRent, Securities the securities NationsRent Company proposes to sell, sell for its own account; and (ii) second, the Registrable Securities and securities held by other persons who are not Holders such number of Registrable Securities requested to be included in such registrationregistration which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among the Holders of Registrable Securities held by all such requesting Holders and the other persons who are not 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 submitted a proper request for inclusion in such registration pursuant to Section 3(a) of Registered Securities the Hilton Global Registration Rights Agreement, if any, on the basis of the number of shares requested by each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the relative number of securities requested to be included in such registration exceeds by each such Holder or Eligible Holder (as such terms are defined in the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Hilton Global Registration Rights Agreement, NationsRent shall include ) (provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by like manner). Any other persons who are not selling holders of Series A Registrable the Company’s Securities requested (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in such registration, pro rata among an underwritten offering only with the holders consent of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities on the basis Holders holding a majority of the number of shares requested by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities to be included being sold in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then the priority shall be as set forth in Section 1(e)(i) of this Agreement.

Priority in Piggyback Registrations. (i) In If a requested registration pursuant to Section 2(a)) involves an underwritten offering of the securities so being registered, if whether or not for sale for the managing or lead underwriters advise NationsRent account of the Company, and the Managing Underwriter advises the Company in writing that that, in their opinion such firm’s good faith view, the number inclusion of securities all or a part of such Registrable Securities in such registration would be likely to have an adverse effect upon the price, timing or distribution of the offering and sale of the Other Securities then contemplated, the Company shall (x) provide Notice to each of the Holders whose Registrable Securities have been requested to be included therein of such communication from the Managing Underwriter, and of the effect thereof on the ability of such Holders to include their Registrable Securities in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(aand (y) above, NationsRent shall include in such registration registration: (i) first, if all Other Securities the registration was initiated by NationsRent, the securities NationsRent Company proposes to sellsell for its own account (“Company Securities”), and (ii) second, up to the Registrable Securities and securities held by other persons who are not Holders full number of Registrable Securities requested held by Holders and the full number of securities (the “Other Registrable Securities”) held by holders of Other Securities (other than the Company) (the “Other Holders”) that are eligible to be included in such registration, in each case who have requested that their Registrable Securities and/or or Other Registrable Securities, as the case may be, be included in such registration in excess of the number of Company Securities to be sold in such offering which, in the good faith view of the Managing Underwriter, can be so sold without so adversely affecting such offering in the manner described above; provided that if such number is less than the full number of such Registrable Securities and/or or Other Registrable Securities, as the case may be, such number shall be allocated pro rata among the such Holders of Registrable Securities and the other persons who are not such Other Holders of Registered Securities on the basis of the number relative percentage of shares requested Registrable Securities and/or or Other Registrable Securities, as the case may be, then held by each such Holder and/or Other Holder (with any number in excess of a Holder’s or Other Holder’s request being reallocated among the requesting Holders and Other Holders in a like manner); and provided further that if such Managing Underwriter advises the Company in writing that less than all of such Registrable Securities and each other person who is not a Holder of and/or or Other Registrable Securities to Securities, as the case may be, should be included in such offering. Notwithstanding the foregoing, if the such Holders and such Other Holders may withdraw their request for registration was requested by holders of Series A their Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement2(a). (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to be included in such registration, pro rata among the holders of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities on the basis of the number of shares requested by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then the priority shall be as set forth in Section 1(e)(i) of this Agreement.

Priority in Piggyback Registrations. (i) In If a requested registration pursuant to this Section 2(a), if 3(a) involves an underwritten offering and the managing or lead underwriters advise NationsRent underwriter advises the Company in writing that that, in their opinion its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which that can be sold in an orderly manner in such offering within at a price range acceptable to NationsRent the Company or is such as to adversely affect the other persons who are not Holders success of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) aboveoffering, NationsRent shall the Company will be required to include in such registration (i) first, if only the registration was initiated by NationsRent, the amount of securities NationsRent proposes to sell, and (ii) second, the Registrable Securities and securities held by other persons who are not Holders of Registrable Securities requested to which it is so advised should be included in such registration. In such event, pro rata among securities shall be registered in such offering in the Holders following order of Registrable priority: (i) FIRST, the securities which the Company proposes to register and, if any, Other Securities and the other persons who are not Holders of Registered Securities on the basis of the number of shares requested by each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities any Initiating Holder, (ii) SECOND, provided that no securities sought to be included in such offering. Notwithstanding by the foregoingCompany and any Initiating Holder, if any, have been excluded from such registration, the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities which have been requested to be included in such registration exceeds by the number which can Holders pursuant to this Agreement and the Other Securities of Other Holders entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company existing on the date hereof (such securities to be sold in an orderly manner in such offering within a price range acceptable to NationsRent or allocated pro rata based on the other persons who are not holders amount of Series A Registrable Securities who requested and Other Securities sought to be registered by such Holders and Other Holders) and (iii) THIRD, provided that no securities sought to be included by the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include Holders or Other Holders referred to in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and clause (ii) secondabove have been excluded from such registration, the Series A Other Securities of Other Holders entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company not existing on the date hereof (pro rata based on the amount of securities sought to be registered by such Other Holders). If, as a result of the provisions of this Section 3(a)(iii), any selling Holder shall not be entitled to include all Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities in a registration that such selling Holder has requested to be included included, such selling Holder may elect to withdraw his request to include Registrable Securities in such registration, pro rata among the holders of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities on the basis of the number of shares requested by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then the priority shall be as set forth in Section 1(e)(i) of this Agreement.

Priority in Piggyback Registrations. (i) In a requested registration pursuant to Section 2(a), if The Company will cause the managing underwriter or lead underwriters advise NationsRent in writing that in their opinion the number of securities a proposed Underwritten Offering to permit Beneficiaries requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advises the Beneficiaries to the effect that the total amount of securities which such Beneficiaries, the Company and any other Persons having rights to participate in such registration exceeds propose to include in such offering is such as to materially and adversely affect the number success of such offering, then: (i) if such registration is a primary registration on behalf of the Company, the Company will include therein: (x) first up to the full amount of securities to be included therein for the account of the Company that in the opinion of such managing underwriter or underwriters can be sold, and (y) second, up to the full amount of Registrable Securities which such Beneficiaries propose to include in such registration that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the success of the offering (allocated pro rata in proportion to the number of Registrable Securities held by such Beneficiaries to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters); and (ii) if such registration is an orderly manner underwritten secondary registration on behalf of holders of securities of the Company other than Registrable Securities, the Company will include therein: (x) first, up to the full number of securities of such Persons exercising “demand” registration rights that, in the opinion of such managing underwriter or underwriters, can be sold (allocated pro rata among such Persons in proportion to the number of securities held by such Persons, or as the Company may otherwise determine), (y) second, up to the full amount of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold (allocated pro rata among the Beneficiaries in proportion to the number of Registrable Securities held by such Beneficiaries), and (z) third, all other securities proposed to be sold by any other Persons that, in the opinion of such managing underwriter or underwriters can be sold (allocated pro rata among such Persons in proportion to the number of securities held by such Persons, or as the Company may otherwise determine). (iii) If any Holder advises the book-runner(s) of any underwritten offering that the Registrable Securities covered by the Registration Statement cannot be sold in such offering within a price range acceptable to NationsRent or such Holder, then such Holder shall have the other persons who are not Holders of right to exclude its Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Registrable Securities and securities held by other persons who are not Holders of Registrable Securities requested to be included in such from registration, pro rata among the Holders of Registrable Securities and the other persons who are not Holders of Registered Securities on the basis of the number of shares requested by each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (iiiv) In a requested registration pursuant to Section 2(a) For the purposes of this subsection 5(b), the Series A Registration Rights Agreement, if pro rata allocation of New Common Stock and New Senior Subordinated Notes held by the managing or lead underwriters advise NationsRent in writing that in their opinion the number Beneficiaries shall be calculated for treating each class of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to be included in such registration, pro rata among the holders of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities on the basis of the number of shares requested by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then the priority shall be as set forth in Section 1(e)(i) of this Agreementseparately.

Priority in Piggyback Registrations. (i) In a requested registration pursuant connection with any offering involving an underwriting of shares of NDCHealth’s equity securities as described in Section 3.1, NDCHealth shall not be required under this Section 3.2 to Section 2(a), if the managing or lead underwriters advise NationsRent in writing that in their opinion the number include any of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between NDCHealth and securities held the underwriters selected by other persons who are not Holders it. If the underwriters determine that the amount of Registrable Securities requested to be included in such registrationregistration would jeopardize the success of such offering, pro rata among then NDCHealth shall be required to include in the Holders offering only that number of Registrable Securities and which the other persons who are underwriters determine in their sole discretion will not Holders of Registered Securities on jeopardize the basis success of the offering. Allocation of securities to be sold in any such offering shall be made first to NDCHealth (unless the offering is pursuant to a contractual demand right, in which case the allocation shall be made first to the stockholders exercising such demand right) and thereafter, to the extent any other securities are to be included, on a pro-rata basis among the Holder and any other selling stockholders who have contractual rights to include shares in such offering according to the total number of shares designated Registrable Securities requested by each the Holder and securities requested by such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities selling stockholders to be included in such offeringoffering and entitled to inclusion therein on the basis of this Agreement or such other contractual agreement. To facilitate the allocation of shares in accordance with the above provisions, NDCHealth may round the number of Registrable Securities allocated to the Holder or of securities allocated to each other selling stockholder to the nearest one hundred (100) shares. Notwithstanding anything to the foregoingcontrary in this Agreement, but subject to the next sentence, the Holder agrees to delay the sale of any Registrable Securities not sold in such registration for the period requested by the underwriter or managing agent up to ninety (90) days (or such lesser amount of time if permitted by such underwriter or managing agent) following the effective date of the registration statement. The foregoing restriction shall not apply to the number of Registrable Securities, if the registration was any, requested by holders of Series A Registrable Securities pursuant the Holder to their demand be included in a registration rights under Section 1(a) but which are excluded from such registration at the discretion of the Series A Registration Rights Agreement, then the priority shall be underwriters as set forth in this Section 1(e)(ii) of this Agreement3.2. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to be included in such registration, pro rata among the holders of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities on the basis of the number of shares requested by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then the priority shall be as set forth in Section 1(e)(i) of this Agreement.

Priority in Piggyback Registrations. (i) In If a requested registration pursuant to Section 2(a), if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Registrable Securities and securities held by other persons who are not Holders of Registrable Securities requested to be included in such registration, pro rata among the Holders of Registrable Securities and the other persons who are not Holders of Registered Securities on the basis of the number of shares requested by each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (ii) In a requested registration pursuant to Section 2(a) involves an underwritten offering of the Series A Registration Rights Agreementsecurities so being registered, if whether or not for sale for the managing or lead underwriters advise NationsRent account of the Company, and the Managing Underwriter advises the Company in writing that that, in such firm’s good faith view, the inclusion of all or a part of such Registrable Securities in such registration would be likely to have an adverse effect upon the price, timing or distribution of the offering and sale of the Other Securities then contemplated, the Company shall (x) provide Notice to each of the Holders whose Registrable Securities have been requested to be included therein of such communication from the Managing Underwriter, and of the effect thereof on the ability of such Holders to include their opinion Registrable Securities in such registration and (y) include in such registration: (i) first, all Other Securities the Company proposes to sell for its own account (“Company Securities”), (ii) second, up to the full number of securities Registrable Securities held by Holders who have requested to that their Registrable Securities be included in such registration exceeds in excess of the number which can of Company Securities to be sold in an orderly manner in such offering within a price range acceptable to NationsRent or which, in the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) good faith view of the Series A Registration Rights AgreementManaging Underwriter, NationsRent can be so sold without so adversely affecting such offering in the manner described above; provided that if such number is less than the full number of such Registrable Securities, such number shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to be included in such registration, allocated pro rata among the holders of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities such Holders on the basis of the number relative percentage of shares requested Registrable Securities then held by each such holder Holder (with any number in excess of Series A a Holder’s request being reallocated among the requesting Holders in a like manner); and provided further that if such Managing Underwriter advises the Company in writing that less than all of such Registrable Securities and each other person who is not a holder of Series A Registrable Securities to should be included in such offering. Notwithstanding , such Holders may withdraw their request for registration of their Registrable Securities under Section 2(a) and (iii) third, up to the foregoingfull number of the Other Securities (other than Company Securities), if any, in excess of the registration was requested by holders number of Company Securities and Registrable Securities pursuant to their demand registration rights under Section 1(a) be sold in such offering which, in the good faith view of this Agreementsuch Managing Underwriter, then the priority shall can be as set forth in Section 1(e)(i) of this Agreementso sold without so adversely affecting such offering.

Priority in Piggyback Registrations. (i) In a requested registration pursuant to connection with any offering involving an underwriting of shares of the Company's equity securities as described in Section 2(a), if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) 3.1 above, NationsRent the Company shall not be required under this Section 3.2 to include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and securities held the underwriters selected by other persons who are not Holders it. If the underwriters determine in writing and in good faith that the amount of Registrable Securities requested to be included in such registrationregistration would jeopardize the success of such offering, pro rata among then the Holders Company shall be required to include in the offering only that number of Registrable Securities and which the other persons who are underwriters determine in their sole discretion will not Holders of Registered Securities on jeopardize the basis success of the offering. Allocation of securities to be sold in any such offering shall be made first to the Company (unless the offering is pursuant to a contractual demand right, in which case the allocation shall be made first to the stockholders exercising such demand right, including the Holder) and thereafter, to the extent any other securities are to be included, on a pro-rata basis among the Holder and any other selling stockholders who have contractual rights to include shares in such offering according to the total number of shares designated Registrable Securities requested by each the Holder and securities requested by such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities selling stockholders to be included in such offeringoffering and entitled to inclusion therein on the basis of this Agreement or such other contractual agreement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of Registrable Securities allocated to the Holder or of securities allocated to each other selling stockholder to the nearest one hundred (100) shares. Notwithstanding anything to the foregoingcontrary in this Agreement, but subject to the next sentence, the Holder agrees to delay the sale of any Registrable Securities not sold in such registration for the period requested by the underwriter or managing agent up to ninety (90) days (or such lesser amount of time if permitted by such underwriter or managing agent) following the effective date of the registration statement. The foregoing restriction shall not apply to the number of Registrable Securities, if the registration was any, requested by holders of Series A Registrable Securities pursuant the Holder to their demand be included in a registration rights under Section 1(a) but which are excluded from such registration at the discretion of the Series A Registration Rights Agreement, then the priority shall be underwriters as set forth in this Section 1(e)(ii) of this Agreement3.2. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to be included in such registration, pro rata among the holders of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities on the basis of the number of shares requested by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then the priority shall be as set forth in Section 1(e)(i) of this Agreement.

Priority in Piggyback Registrations. (i) In a requested registration pursuant to Section 2(a), if The Company will cause the managing underwriter or lead underwriters advise NationsRent in writing that in their opinion the number of securities a proposed Underwritten Offering to permit Beneficiaries requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advises the Beneficiaries to the effect that the total amount of securities which such Beneficiaries, the Company and any other Persons having rights to participate in such registration exceeds propose to include in such offering is such as to materially and adversely affect the number success of such offering, then: (i) if such registration is a primary registration on behalf of the Company, the Company will include therein: (x) first up to the full amount of securities to be included therein for the account of the Company that in the opinion of such managing underwriter or underwriters can be sold, and (y) second, up to the full amount of Registrable Securities which such Beneficiaries propose to include in such registration that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the success of the offering (allocated pro rata in proportion to the number of Registrable Securities held by such Beneficiaries to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters); and (ii) if such registration is an orderly manner underwritten secondary registration on behalf of holders of securities of the Company other than Registrable Securities, the Company will include therein: (x) first, up to the full number of securities of such Persons exercising “demand” registration rights that, in the opinion of such managing underwriter or underwriters, can be sold (allocated pro rata among such Persons in proportion to the number of securities held by such Persons, or as the Company may otherwise determine), (y) second, up to the full amount of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold (allocated pro rata among the Beneficiaries in proportion to the number of Registrable Securities held by such Beneficiaries), and (z) third, all other securities proposed to be sold by any other Persons that, in the opinion of such managing underwriter or underwriters can be sold (allocated pro rata among such Persons in proportion to the number of securities held by such Persons, or as the Company may otherwise determine). (iii) If any Holder advises the book-runner(s) of any underwritten offering that the Registrable Securities covered by the Registration Statement cannot be sold in such offering within a price range acceptable to NationsRent or such Holder, then such Holder shall have the other persons who are not Holders of right to exclude its Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Registrable Securities and securities held by other persons who are not Holders of Registrable Securities requested to be included in such from registration, pro rata among the Holders of Registrable Securities and the other persons who are not Holders of Registered Securities on the basis of the number of shares requested by each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to be included in such registration, pro rata among the holders of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities on the basis of the number of shares requested by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then the priority shall be as set forth in Section 1(e)(i) of this Agreement.

Priority in Piggyback Registrations. (i) In a requested registration pursuant Notwithstanding anything in ----------------------------------- Section 2.2.1 above to Section 2(a)the contrary, if the managing or lead underwriters advise NationsRent in writing underwriter of any underwritten offering shall inform the Company by letter of its belief that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Registrable Securities and securities held by other persons who are not Holders type of Registrable Securities requested to be included in such registrationregistration would materially and adversely affect such offering, pro rata among then the Holders Company shall promptly notify the Placement Agent of Registrable Securities and such fact. If the other persons who are managing underwriter does not Holders of Registered Securities on agree to include all (or such lesser amount as the basis Placement Agent shall, in their discretion, agree to) of the number of shares the Registrable Securities initially requested by each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested Placement Agent to be included in such registration, pro rata among then the holders of Series A Registrable Securities and Company shall include in such registration, to the other persons who are not holders of Series A Registered Securities on the basis extent of the number of shares requested and type which the Company is so advised can be sold in (or during the time of) such offering first, all securities proposed by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities the Company to be included in such offering. Notwithstanding the foregoingsold for its own account, if the Company initiated such registration, or by the holder of securities who initiated such demand registration, if any, second, for Placement Agent, Exigent Partners, L.P., such members of management who have been provided with registration was requested by holders of Registrable Securities rights pursuant to their the agreement in which the Company provided registration rights to Exigent Partners, L.P., SmithKline Xxxxxxx Corporation (and its affiliates), and the purchasers of Common Stock offered pursuant to the Memorandum (and the respective successors and assigns of any of the foregoing), other than the holder of the securities who initiated such demand registration, if any, the fraction of such holder's securities proposed to be registered which is obtained by dividing (I) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such offering by such holders, and third, for each remaining holder of the Company's securities, other than the holder of the securities who initiated such demand registration rights under Section 1(aand the holders listed above, if any, the fraction of such holder's securities proposed to be registered which is obtained by dividing (I) the number of this Agreement, then the priority shall securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be as set forth sold in Section 1(e)(i) of this Agreementsuch offering by such holders.

Priority in Piggyback Registrations. (i) In a requested registration pursuant to Section 2(a), if If the managing or lead underwriters advise NationsRent underwriter advises the Company in writing that that, in their opinion its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Registrable Securities and securities held by other persons who are not Holders of Registrable Securities requested to be included in the Piggyback Registration exceeds what can be sold in such registrationoffering at a price reasonably acceptable to the Company (and, pro rata among if applicable, the Holders holders of the Company's securities initiating the Piggyback Registration), then the Company will include in such Piggyback Registration the number of Registrable Securities and which the other persons who are not Holders of Registered Securities Company is so advised can be sold in such offering, which shall be allocated pro rata on the basis of the number of shares requested by each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities the Common Stock so proposed to be included in such offeringsold and so requested to be included. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if If the managing or lead underwriters advise NationsRent underwriter advises the Company in writing that that, in their opinion its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to be included in such registration, pro rata among the holders of Series A Registrable Securities and the other persons a Piggyback Registration by Holders who are not holders members of Series A Registered Securities on Management of the basis of Company should be reduced, then the Company will reduce the number of shares requested by each such holder of Series A Registrable Securities and each other person who is not requested to be sold by such Persons on a holder of Series A pro rata basis. In the event any Registrable Securities of any Holders are excluded from registration as a result of the foregoing provisions, then such Persons shall be entitled to sell, on a pro rata basis, the excluded Registrable Securities, prior to any other Registrable Securities, pursuant to the underwriters' over-allotment option. Except as provided in the last sentence of this paragraph and the preceding paragraph, no Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such offeringregistration. Notwithstanding If any Holder disapproves of the foregoingterms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company and the underwriters. The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that if by the registration was requested by holders withdrawal of such Registrable Securities a greater number of Registrable Securities pursuant held by other Holders may be included in such registration (up to their demand registration rights under Section 1(a) the maximum of this Agreementany limitation imposed by the underwriters), then the priority Company shall be as set forth offer to all Holders who have included Registrable Securities in Section 1(e)(i) of this Agreementthe registration the right to include additional Registrable Securities in the same proportion used above in determining the underwriters' limitation.

Priority in Piggyback Registrations. (i) In a requested registration pursuant Notwithstanding anything in ----------------------------------- Section 2.2.1 above to Section 2(a)the contrary, if the managing or lead underwriters advise NationsRent in writing underwriter of any underwritten Public Offering shall inform the Company by letter of its belief that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Registrable Securities and securities held by other persons who are not Holders type of Registrable Securities requested to be included in such registrationregistration would materially and adversely affect such Public Offering, pro rata among then the Holders Company shall promptly notify the Stockholders of Registrable Securities and such fact. If the other persons who are managing underwriter does not Holders of Registered Securities on agree to include all (or such lesser amount as the basis Stockholders shall, in their discretion, agree to) of the number of shares the Registrable Securities initially requested by each such Holder of Registrable Securities and each other person who is not a Holder of Registrable Securities to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreement, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested Stockholders to be included in such registration, pro rata among then the holders of Series A Registrable Securities and Company shall include in such registration, to the other persons who are not holders of Series A Registered Securities on the basis extent of the number of shares requested and type which the Company is so advised can be sold in (or during the time of) such Public Offering first, all securities proposed by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities the Company to be included in such offering. Notwithstanding the foregoingsold for its own account, if the Company initiated such registration, or by the holder of securities who initiated such demand registration, if any, second, for each of the Stockholders, Xxxxxxx Xxxxx Securities Incorporated, SmithKline Xxxxxxx Corporation (and its affiliates), Exigent Partners, L.P., and those individuals who were granted registration was requested by holders of Registrable Securities rights pursuant to their the same agreement as Exigent Partners, L.P. (and the respective successors and assigns of any of the foregoing), other than the holder of the securities who initiated such demand registration, if any, the fraction of such holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such Public Offering by such holders, and third, for each remaining holder of the Company's securities, other than the holder of the securities who initiated such demand registration rights under Section 1(aand the holders listed above, if any, the fraction of such holder's securities proposed to be registered which is obtained by dividing (i) the number of this Agreement, then the priority shall securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be as set forth sold in Section 1(e)(i) of this Agreementsuch Public Offering by such holders.

Priority in Piggyback Registrations. If (i) In a requested registration pursuant to this Section 2(a5.2 involves an ----------- underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, (ii) the Registrable Securities and/or other Common Stock so requested to be registered for sale for the account of holders of Registrable Securities and/or other Common Stock are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities and/or other Common Stock pursuant to Section 5.4(b), if ) and (iii) the managing or lead underwriters advise NationsRent underwriter of such ------------- underwritten offering shall inform the Company in writing of its belief that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in (or during the time of) such offering within a without adversely affecting the price range acceptable to NationsRent or be received thereon, then the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall Company will include in such registration registration, to the extent of the number which the Company is so advised can be sold in (ior during the time of) such offering, first, if all securities proposed by the registration was initiated Company to be sold for its own account or all securities (other than Registrable Securities) proposed by NationsRentthe Company to be sold for the account of the holders thereof who requested and were entitled to have the Company use its reasonable best efforts to effect such registration, as the securities NationsRent proposes to sellcase may be; second, such Registrable Securities other than Founder Shares, and (ii) second, any securities having registration rights on a par with the Registrable Securities and securities held by other persons who are not Holders of Registrable Securities requested to be included in such registration, registration pro rata among the Holders of Registrable Securities and the other persons who are not Holders of Registered Securities on the basis -------- of the number of shares requested by each of such Holder of Registrable Securities and each other person who is not securities on a Holder of par with the Registrable Securities so proposed to be included in such offering. Notwithstanding the foregoing, if the registration was requested by holders of Series A Registrable Securities pursuant to their demand registration rights under Section 1(a) of the Series A Registration Rights Agreement, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. (ii) In a requested registration pursuant to Section 2(a) of the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities sold and so requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A Registration Rights Agreementincluded; third, NationsRent shall include in such registration (i) first, if the registration was initiated by NationsRent, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities Founder Shares requested to be included in such registration; fourth, pro rata among the holders of Series A Registrable Securities and the other persons who are not holders of Series A Registered Securities on the basis of the number of shares Common Stock requested by each such holder of Series A Registrable Securities and each other person who is not a holder of Series A Registrable Securities to be included in such offering. Notwithstanding the foregoingregistration; and, fifth, Primary Shares, if the Company has not undertaken such registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then sell securities for its own account in the priority shall be as set forth in Section 1(e)(i) of this Agreementfirst instance.

Priority in Piggyback Registrations. (i) In If a requested registration pursuant to this Section 2(a), if 2.1 involves an underwritten offering and the managing or lead underwriters advise NationsRent underwriter advises the Company in writing that (a copy of which shall be provided to the Holders) that, in their opinion its opinion, the number of securities Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in an orderly manner such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering within a price range acceptable to NationsRent or offering, then the other persons who are not Holders of Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) above, NationsRent shall Company will include in (A) any such registration initiated by the Company or other holder of Securities (other than the BX Holders): (i) first, if the registration was initiated by NationsRent, Securities the securities NationsRent Company proposes to sell, and sell for its own account; (ii) second, on a pro rata basis, on the Registrable basis of the number of Securities requested to be included in such registration by each such holder, the Securities requested to be included in such registration by BX Holders pursuant to the BX Registration Rights Agreement and securities held by other persons who are not Holders of the Registrable Securities requested to be included in such registrationregistration by the Holders; and (iii) third, pro rata among the Holders of Registrable such other Securities entitled to include Securities in such registration and the other persons who are not Holders holders of Registered Securities on the basis of the number of shares requested by each such Holder of Registrable Securities and each other person who is not which submitted a Holder of Registrable Securities to be included proper request for inclusion in such offering. Notwithstanding registration; and (B) any such registration initiated by the foregoing, if the registration was requested by holders of Series A Registrable Securities BX Holders pursuant to their demand registration rights under Section 1(a) of the Series A BX Registration Rights Agreement: (i) first, then the priority shall be as set forth in Section 1(e)(ii) of this Agreement. Securities the Company proposes to sell for its own account; (ii) In a requested registration pursuant to Section 2(a) of second, the Series A Registration Rights Agreement, if the managing or lead underwriters advise NationsRent in writing that in their opinion the number of securities Securities requested to be included in such registration exceeds by BX Holders pursuant to the number which can be sold in an orderly manner in such offering within a price range acceptable to NationsRent or the other persons who are not holders of Series A Registrable Securities who requested the filing of a registration statement as contemplated by Section 2(a) of the Series A BX Registration Rights Agreement, NationsRent shall include in such registration ; (iiii) first, if the registration was initiated by NationsRentthird, the securities NationsRent proposes to sell, and (ii) second, the Series A Registrable Securities and securities held by other persons who are not holders of Series A Registrable Securities requested to be included in such registrationregistration by Holders of Registrable Securities; and (iv) fourth, pro rata among such other Securities entitled to include Securities in such registration and the holders of Series A Registrable Securities and the which submitted a proper request for inclusion in such registration. Any other persons who are not selling holders of Series A Registered the Company’s Securities on the basis of the number of shares requested by each such holder of Series A Registrable Securities and each (other person who is not than transferees to whom a holder of Series A Registrable Securities to 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. Notwithstanding the foregoing, if the registration was requested by holders of Registrable Securities pursuant to their demand registration rights under Section 1(a) of this Agreement, then the priority shall be as set forth in Section 1(e)(i) of this Agreement.