Common use of Priority in Requested Registrations Clause in Contracts

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) would exceeds the number which can be likely to have sold in such offering without having an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then including the price at which the Holders propose to sell such Registrable Securities) the Company shall will (subject to the last sentence of this paragraph) include in such registration (a) first, 100% of only the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registrationHolders. In the event that the number of Registrable Securities and Other requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be sold, the number of such Registrable Securities included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effectsold, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such the managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statementsold; provided, however, that if (i) Holders of Registrable Securities neither the Company nor any other than the Demand Party are participating Person may include any securities in such any registration pursuant to this Section 4.2(a) or (ii) 2 without the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and prior written consent of the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw Holders requesting such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 3 involves an underwritten offering and the managing underwriter in good faith advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the any Registrable Securities which any other Holder has requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to 3(a) hereof) exceeds the extent that the managing underwriter believes that all such Registrable Securities amount which can be sold in such offering without having an Adverse Effect; provided, that if adverse effect on such offering as contemplated by the managing underwriter does not so believe and requesting Investor or Investors (including the Demand Party does not exercise its right set forth in price at which the second succeeding sentence of this clause (gInvestor or Investors propose to sell such securities), then the Company will include in such lesser number registration (i) first, 100% of Registrable Securities as specified by the Demand Party) securities the requesting Investor or Investors propose to sell and (bii) second, to the extent of the number of securities requested to be included in such registration exceed the number of securities that, in the opinion of such managing underwriter believes additional securities underwriter, can be sold in the offering without having an Adverse Effectthe adverse effect referred to above, the amount of Other Registrable Securities that the other Holders have requested to be included by Other Holders in such registration, such amount to be allocated pro rata among all requesting Other Holders on the basis of the relative amount number of all Other shares of Registrable Securities requested then held by each such Holder, provided that any Registrable Securities thereby allocated to any such Holder that exceed such Holder's request will be included reallocated among the remaining requesting Holders in such registrationlike manner). In the event that the number of Registrable Securities and Other Securities requested to be included in such registration (consisting of the sum of the number of Registrable Securities that the Investor or Investors have requested to be included in such registration pursuant to Section 3(a) hereof and the number of Registrable Securities which any other Holder has requested to be included in such registration pursuant to Section 3(a)) is less than the number whichamount of Registrable Securities that, in the opinion of the managing underwriter, can be sold without having an Adverse Effectthe adverse effect referred to above, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithso sold.

Priority in Requested Registrations. If a requested registration Demand Registration pursuant to this Section 4.2 2 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that exceeds the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, which can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Eligible Demand PartyHolder(s) demanding such Demand Registration, then the Demand Party shall have the right to notify the Company that it has determined that will include in such registration to the extent of the number of shares which the Company is so advised can be sold in such offering (i) first, Registrable Securities requested to be included in such registration shall for each Eligible Demand Holder exercising its right to demand registration pursuant to this Section 2 in an amount determined pursuant to the following formula: (x) the number of Registrable Securities which such Eligible Demand Holder's Demand Registration Request demands be reduced included in such registration, divided by, (y) the aggregate number of Registrable Securities for which Demand Registration Requests are made with respect to the subject registration; and (ii) second, securities of the Company proposed by the Company to be sold for its own account. If two or more Eligible Demand Holders made demand and pursuant to the foregoing managing underwriters opinion the aggregate number of Registrable Securities stated in such Eligible Demand Holders' Demand Requests exceed the number of securities which can be sold in such offering within a number that allows an offering in the price range or that acceptable to the registration statement be abandoned or withdrawnEligible Demand Holder(s) demanding such Demand Registration, in which event then any such Eligible Demand Holders may withdraw all of their Demand Request being deemed to have exercised a Demand and without being liable to the Company shall effect the reductionfor any Registration Expenses. If this Section 2 is applicable in connection with any such registration, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of no securities other than Registrable Securities other than or securities of the Demand Party are participating in Company proposed by the Company to be sold for its own account shall be covered by such registration pursuant to Section 4.2(a) or registration, (ii) the Company has included Top-Up Shares in will not grant any registration rights inconsistent with the provisions of this Section 2, and (iii) each Eligible Demand Holder selling Registrable Securities pursuant to such registration pursuant shall be deemed to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithright.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 3(a) involves an underwritten offering offering, and the managing underwriter advises shall advise the Company Issuer in writing (with a copy to each Holder requesting registration) that, in its opinion, the number of Registrable Securities and other securities of the Issuer held by any other party requested to be included in such registration exceeds the number which can be sold in (including securities of or during the Company which are not Registrable Securitiestime of) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by within a price range acceptable to the Holders of a majority (an “Adverse Effect”), then the Company shall include in such registration (aby number of shares) first, 100% of the Registrable Securities requested to be included in such registration by registration, the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold Issuer will include in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of registration all Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In registration (unless the event provisions of the following sentence apply) and will include in such registration other securities of the Issuer (including any securities proposed to be issued and sold by the Issuer) held by any other party only to the extent that the number of shares which the Issuer is advised can be so sold in (or during the time of) such offering exceeds the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effectregistration. If the managing underwriter of any underwritten offering shall advise the Holders participating in a requested registration pursuant to this Section 4.2 that 3 involves an underwritten offering, and the managing underwriter shall advise the Issuer in writing (with a copy to each Holder requesting registration) that, in its opinion, the number of Registrable Securities covered by requested to be included in such registration exceeds the registration statement cannot number which can be sold in (or during the time of) such offering within a price range acceptable to the Demand PartyHolders of a majority (by number of shares) of the Registrable Securities requested to be included in such registration, then the Demand Party shall have Issuer will include in such registration only the right number of Registrable Securities that the managing underwriter advises can be sold in (or during the time of) such offering. In such event, such Registrable Securities will be included in such registration only to notify the Company that it has determined that extent of the number of shares which the Issuer is advised can be so sold in (or during the time of) such offering; the Registrable Securities to be included in such registration shall be reduced to a number that allows an offering in taken up pro rata from the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw Holders requesting such registration statement; provided, however, that if (i) Holders on the basis of the percentage of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares requested to be included or to abandon or withdraw in such registration, such ; and all shares proposed to be sold by the Issuer or any other Holders or the Company, as the case may be, party shall be permitted to proceed with deleted from such registration and its offering prior to effecting any reduction of shares thereunder. Any registration attempted to be withdrawn Registrable Securities by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Holders thereof under this Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith3(a).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 2(a) involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders Founding Members (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the all Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth Effect allocated in the second succeeding sentence following order of this clause priority: (g)a) first, such lesser number of all Demand Registrable Securities as and Member Registrable Securities held by Founding Members (on a pro rata basis specified by the Demand Party) and in this Section 2(a)(vi)); (b) second, to the extent the all Member Registrable Securities held by any other Members; (c) third, all Company Registrable Securities; and (d) fourth, all Other Holder Registrable Securities. If such managing underwriter believes additional securities can be sold in advises the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis Company that only a portion of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to in any of clauses (a) through (d) above may be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an such Adverse Effect, the Company may shall include the Registrable Securities from the holders of Registrable Securities in such clause on a pro rata basis based on the relative amount of Registrable Securities then held by each such holder who has requested that securities owned by them be so including in a registration (provided that any such amount thereby allocated to any such holder that exceeds such holder’s request shall be reallocated among the securities remaining requesting holders in a like manner). Without limiting the Company proposes to sell up to the number of securities thatforegoing, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If if the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 Demand Party that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or may determine that the registration statement should be abandoned or withdrawn, in which event and upon notice thereof to the Company, the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than . If the Demand Party are participating in is not allowed to register all of the Registrable Securities requested to be included by such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in Demand Party because of allocations required by this section, such registration pursuant to Section 4.2(b) and the Demand Party shall not be deemed to have exercised its right to reduce the number a registration for purposes of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith2(a).

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this Section 4.2 2 involves an underwritten offering (including the Underwritten Offering) and the managing underwriter (in consultation with the underwriter appointed by the Requesting Holder pursuant to Section 2(h) below) advises Public and the Company Holders in writing that, in its opinion, the number of equity securities requested to be included in such registration by the Holders exceeds the largest number of equity securities which can be sold without reasonably expecting to have an adverse effect on such offering, including the price at which such equity securities can be sold, the number of such equity securities to be included in such registration (including securities of the Company which are not Registrable Securities) would shall be likely reduced to have an adverse effect on the pricesuch extent, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company and Public shall include in such registration the number of equity securities as follows: (ai) first, 100no less than 75% of the equity securities included in such registration shall be comprised of Registrable Securities requested to be included in such registration by Blackstone and TCW and (ii) the Demand Party Registrable Securities of each Holder (other than Blackstone and TCW) to be included in such registration shall equal the lesser of (A) 25% of such Holder's pro rata portion of the shares owned by all of the Company Stockholders (as defined in the Merger Agreement) (other Holders than Blackstone and TCW) immediately after the Effective Time, and (B) the number of Registrable Securities pursuant requested to this Section 4.2 (to be included in such registration by such Holder. To the extent that the managing underwriter believes that all such number of Registrable Securities which Blackstone, TCW and the other Holders have requested to include is, in the aggregate, less than the number of equity securities which Public has been advised can be sold in such offering without having an Adverse Effect; providedthe adverse effect referred to above, then Public shall be entitled to include that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth number of equity securities which result in the second succeeding sentence underwritten offering not exceeding the maximum amount of this clause (g), such lesser number of Registrable Securities as specified by equity securities that would cause the Demand Party) and (b) second, effect referred to above. After giving effect to the extent the managing underwriter believes additional securities can foregoing, any remaining capacity will be sold in the offering without having an Adverse Effect, the amount of Other Securities requested allocated first to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities Blackstone and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up TCW and thereafter to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effectother Holders. If any Holder advises the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities and other equity securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Partysuch Holder, then the Demand Party such Holder shall have the right to notify the Company that it has determined exclude its Registrable Securities from registration. The parties hereto acknowledge that the number holders of shares any equity securities of Public issued upon exercise of the Sprint Warrant do not have the right to be included include equity securities in any such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration made pursuant to this Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith2.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 Article VI involves an underwritten offering Underwritten Offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration or sale by way of prospectus (including securities of the Company or other Persons which are not Registrable Securities) would exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution successful marketing of the securities to be offered in such offering as contemplated by (including the Holders (an “Adverse Effect”price at which such securities can be sold pursuant thereto), then the Company shall will include in such registration (a) first, 100% of only the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder and requested to be included (provided that any shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration or sale by way of prospectus is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effectthe adverse effect referred to above, the Company may include in such registration or sale by way of prospectus the securities the Company (or any other stockholder) proposes to sell up to the number of securities that, in the opinion of such managing the underwriter, can be sold without having an Adverse Effectthe adverse effect referred to above. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.33 29

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 Article III involves an underwritten offering and the managing underwriter (in consultation with the underwriter appointed by the Majority Sellers pursuant to Section 3.7 below) advises the Company and the Holders in writing that, in its opinion, the number of securities requested to be included in such registration by all Holders, the Company and other holders (including securities of the Company which are not Registrable SecuritiesSecurities and which the holder thereof has the right to include in any such registration) would exceeds the largest number of securities which can be likely sold without reasonably expecting to have an adverse effect on such offering, including the priceprice at which such securities can be sold, timing or distribution the number of the such securities to be offered included in such offering as contemplated by the Holders (an “Adverse Effect”)registration shall be reduced to such extent, then and the Company shall include in such registration such maximum number of securities as follows: (a) first, 100% of all the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; providedHolders, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities which the Holders have requested to be included in such registration is less than the number which, in of securities which the opinion of the managing underwriter, Company has been advised can be sold in such offering without having an Adverse Effectthe adverse effect referred to above, the Company may include in such registration all the securities which the Company proposes to sell up for its own account and (c) third, to the extent that the number of securities thatwhich the Holders have requested to be included in such registration and the number of securities which the Company proposes to sell for its own account is, in the opinion aggregate, less than the number of such managing underwriter, securities which the Company has been advised can be sold in such offering without having an Adverse Effectthe adverse effect referred to above, the number of securities requested to be included in such registration by all other holders thereof which number shall be limited to such extent, and, subject to any rights of such other holders, shall be allocated pro rata among all such holders on the basis of the relative number of such securities then held by each such holder; provided that any such amount thereby allocated to any such holder that exceeds such holder’s request shall be reallocated among the remaining requesting holders in like manner. If any Holder advises the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities and other securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Partysuch Holder, then the Demand Party such Holder shall have the right to notify the Company that it has determined that the number exclude all or any portion of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of its Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such from registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 2(a) involves an underwritten offering and the lead or managing underwriter advises the Company National Beef in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders Founding Members (an “Adverse Effect”), then the Company National Beef shall include in such registration (a) first, 100% of the all Registrable Securities requested to be included in such registration by the Demand Party and all other Holders shares of Registrable Securities pursuant to this Section 4.2 (to the extent Common Stock that the lead or managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth Effect allocated in the second succeeding sentence following order of this clause priority: (g)a) first, such lesser number of all Demand Registrable Securities as specified by the Demand Party) and Securities; (b) second, to the extent the all Member Registrable Securities, if any, held by any other Founding Member; (c) third, all Company Registrable Securities; and (d) fourth, all Other Holder Registrable Securities. If such lead or managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis advises National Beef that only a portion of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to or shares of Common Stock in any of clauses (a) through (d) above may be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an such Adverse Effect, National Beef shall include the Company may include Registrable Securities and shares of Common Stock from the holders of Registrable Securities in such registration clause on a pro rata basis based on the securities the Company proposes to sell up to the relative number of Registrable Securities then held by each such holder who has requested that securities that, in the opinion of such managing underwriter, can owned by them be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating so including in a registration pursuant (provided that any such amount thereby allocated to this Section 4.2 any such holder that the Registrable Securities covered by the registration statement cannot be sold in exceeds such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration holder’s request shall be reduced to reallocated among the remaining requesting holders in a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithlike manner).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 Article II involves an underwritten offering and the managing underwriter (in consultation with the underwriter appointed by the Majority Sellers pursuant to Section 2.8 below) advises the Company and the Holders in writing that, in its opinion, the number of securities requested to be included in such registration by all Holders, the Company and other holders (including securities of the Company which are not Registrable SecuritiesSecurities and which the holder thereof has the right to include in any such registration) would exceeds the largest number of securities which can be likely sold without reasonably expecting to have an adverse effect on such offering, including the priceprice at which such securities can be sold, timing or distribution the number of the such securities to be offered included in such offering as contemplated by the Holders (an “Adverse Effect”)registration shall be reduced to such extent, then and the Company shall include in such registration such maximum number of securities as follows: (a) first, 100% of all the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; providedHolders, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities which the Holders have requested to be included in such registration is less than the number which, in of securities which the opinion of the managing underwriter, Company has been advised can be sold in such offering without having an Adverse Effectthe adverse effect referred to above, the Company may include in such registration all the securities which the Company proposes to sell up for its own account and (c) third, to the extent that the number of securities thatwhich the Holders have requested to be included in such registration and the number of securities which the Company proposes to sell for its own account is, in the opinion aggregate, less than the number of such managing underwriter, securities which the Company has been advised can be sold in such offering without having an Adverse Effectthe adverse effect referred to above, the number of securities requested to be included in such registration by all other holders thereof which number shall be limited to such extent, and, subject to any rights of such other holders, shall be allocated pro rata among all such holders on the basis of the relative number of such securities then held by each such holder; provided that any such amount thereby allocated to any such holder that exceeds such holder's request shall be reallocated among the remaining requesting holders in like manner. If any Holder advises the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities and other securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Partysuch Holder, then the Demand Party such Holder shall have the right to notify the Company that it has determined that the number exclude all or any portion of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of its Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such from registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this Section 4.2 4 involves an underwritten offering and the managing underwriter advises the Company underwriter(s) in good faith advise(s) BAMSI in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company BAMSI which are not Registrable SecuritiesShares) would be likely to have an adverse effect on exceeds the price, timing or distribution largest number of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities which can be sold in such offering without having an Adverse Effect; providedadverse effect on such offering (including the price at which such securities can be sold), then BAMSI will include in such registration (i) first, 100% of the Registrable Shares requested to be registered pursuant to Section 4(a) hereof (provided that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified Shares requested to be registered pursuant to Section 4(a) hereof exceeds the number which BAMSI has been advised 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 registration by the Demand Party) and Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares each such Holder has requested to be included in such registration); (bii) second, to the extent that the managing underwriter believes additional number of Registrable Shares requested to be registered pursuant to Section 4(a) hereof is less than the number of securities which BAMSI has been advised can be sold in the such offering without having an Adverse Effectthe adverse effect referred to above, such number of shares of equity securities BAMSI requests to be included in such registration, and (iii) third, to the amount extent that the number of Other Securities Registrable Shares requested to be included by Other Holders in such registrationregistration pursuant to Section 4(a) hereof and the securities which BAMSI proposes to sell for its own account are, in the aggregate, less than the number of equity securities which BAMSI has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities proposed to be sold by any Other Holder which, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of such securities of such Other Holder requested to be registered exceeds the number which BAMSI has been advised can be sold in such offering without having the adverse effect referred to above, the number of such securities to be included in such registration pursuant to this Section 4(d) shall be allocated pro rata among all requesting such Other Holders on the basis of the relative amount number of all securities each such Other Securities Holder has requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 4 involves an underwritten offering and the managing underwriter advises the Company underwriter(s) in good faith advise(s) AremisSoft in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which AremisSoft that are not Registrable SecuritiesShares) would be likely to have an adverse effect on exceeds the price, timing or distribution largest number of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; providedadverse effect on such offering (including the price at which such securities can be sold), then AremisSoft will include in such registration (i) first, one hundred percent (100%) of the Registrable Shares requested to be registered pursuant to Section 4(a) hereof (provided that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified Shares requested to be registered pursuant to Section 4(a) hereof exceeds the number that AremisSoft has been advised 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 registration by the Demand Party) and Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares each such Holder has requested to be included in such registration); (bii) second, to the extent that the managing underwriter believes additional number of Registrable Shares requested to be registered pursuant to Section 4(a) hereof is less than the number of securities that AremisSoft has been advised can be sold in the such offering without having an Adverse Effectthe adverse effect referred to above, such number of shares of equity securities AremisSoft requests to be included in such registration, and (iii) third, to the amount extent that the number of Other Securities Registrable Shares requested to be included by Other Holders in such registrationregistration pursuant to Section 4(a) hereof and the securities that AremisSoft proposes to sell for its own account are, in the aggregate, less than the number of equity securities that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities proposed to be sold by any Other Holder that, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of such securities of such Other Holder requested to be registered exceeds the number that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, the number of such securities to be included in such registration pursuant to this Section 4(d) shall be allocated pro rata among all requesting such Other Holders on the basis of the relative amount number of all securities each such Other Securities Holder has requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 4 involves an underwritten offering and the managing underwriter advises the Company underwriter(s) in good faith advise(s) Track 'n Trail in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which Track 'n Trail that are not Registrable SecuritiesShares) would be likely to have an adverse effect on exceeds the price, timing or distribution largest number of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; providedadverse effect on such offering (including the price at which such securities can be sold), then Track 'n Trail will include in such registration (i) first, one hundred percent (100%) of the Registrable Shares requested to be registered pursuant to Section 4(a) hereof (provided that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified Shares requested to be registered pursuant to Section 4(a) hereof exceeds the number that Track 'n Trail has been advised 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 registration by the Demand Party) and Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares each such Holder has requested to be included in such registration); (bii) second, to the extent that the managing underwriter believes additional number of Registrable Shares requested to be registered pursuant to Section 4(a) hereof is less than the number of securities that Track 'n Trail has been advised can be sold in the such offering without having an Adverse Effectthe adverse effect referred to above, such number of shares of equity securities Track 'n Trail requests to be included in such registration, and (iii) third, to the amount extent that the number of Other Securities Registrable Shares requested to be included by Other Holders in such registrationregistration pursuant to Section 4(a) hereof and the securities that Track 'n Trail proposes to sell for its own account are, in the aggregate, less than the number of equity securities that Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities proposed to be sold by any Other Holder that, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of such securities of such Other Holder requested to be registered exceeds the number that Track 'n Trail has been advised can be sold in such offering without having the adverse effect referred to above, the number of such securities to be included in such registration pursuant to this Section 4(d) shall be allocated pro rata among all requesting such Other Holders on the basis of the relative amount number of all securities each such Other Securities Holder has requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 2(a) involves an underwritten offering and the managing underwriter advises the Company Corporation in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders KRH (an “Adverse Effect”), then the Company Corporation shall include in such registration (a) first, 100% of the all Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth Effect allocated in the second succeeding sentence following order of this clause priority: (g)a) first, such lesser number of all KRH Registrable Securities as specified by the Demand Party) and Securities; (b) second, to the extent the all Corporation Registrable Securities; and (c) third, all Other Holder Registrable Securities. If such managing underwriter believes additional securities can be sold in advises the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis Corporation that only a portion of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to in any of clauses (a) through (c) above may be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an such Adverse Effect, the Company may Corporation shall include the Registrable Securities from the holders of Registrable Securities in such clause on a pro rata basis based on the relative amount of Registrable Securities then held by each such holder who has requested that securities owned by them be so including in a registration (provided that any such amount thereby allocated to any such holder that exceeds such holder’s request shall be reallocated among the securities remaining requesting holders in a like manner). Without limiting the Company proposes to sell up to the number of securities thatforegoing, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If if the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 KRH that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand PartyKRH, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or KRH may determine that the registration statement should be abandoned or withdrawn, in which event and upon notice thereof to the Company Corporation, the Corporation shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders . If KRH is not allowed to register all of the Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares requested to be included or to abandon or withdraw such registrationby KRH because of allocations required by this section, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence KRH shall not be counted as the Demand Party’s deemed to have exercised a registration demand provided in for purposes of Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith2(a).

Priority in Requested Registrations. If a requested ----------------------------------- registration pursuant to this Section 4.2 4 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) would exceeds the number which can be likely to have an sold in such offering without a significant adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”)offered, then the Company shall will include in such registration (a) first, 100% of only the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be sold without a significant adverse effect on the price, timing or distribution of the securities offered, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effecta significant adverse effect on the price, timing or distribution of the securities offered, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing the underwriter, can be sold without having an Adverse Effect. If a significant adverse effect on the managing underwriter price, timing or distribution of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithsecurities offered.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 2 involves an underwritten offering and the managing underwriter in good faith advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which that are not Registrable SecuritiesShares) would exceeds the largest number of securities that can be likely to have sold in such offering without having an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by (including the Holders (an “Adverse Effect”price at which such securities can be sold), then the Company shall include in such registration (ai) first, 100% of the Registrable Securities Shares requested to be registered pursuant to Section 2(a) hereof (provided that if the number of Registrable Shares requested to be registered pursuant to Section 2(a) hereof exceeds the number that the Company has been advised 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 registration by the Demand Party and all other Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Securities pursuant Shares each such Holder has requested to this Section 4.2 be included in such registration); (ii) second, to the extent that the managing underwriter believes number of Registrable Shares requested to be registered pursuant to Section 2(a) hereof is less than the number of securities that all such Registrable Securities the Company has been advised can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g)adverse effect referred to above, such lesser number of Registrable Securities as specified by shares of equity securities the Demand Party) Company requests to be included in such registration; and (biii) secondthird, to the extent that the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount number of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities Registrable Shares requested to be included in such registration. In the event that registration pursuant to Section 2(a) hereof and the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities that the Company proposes to sell up to for its own account are, in the aggregate, less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities proposed to be sold by any other Person that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter adverse effect referred to above (provided that if the number of any underwritten offering shall advise such securities of such other Person requested to be registered exceeds the Holders participating in a registration pursuant to this Section 4.2 number that the Registrable Securities covered by the registration statement cannot Company has been advised can be sold in such offering within a price range acceptable without having the adverse effect referred to the Demand Partyabove, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares such securities to be included in such registration pursuant to this Section 2(c) shall be reduced to a number that allows an offering in allocated pro rata among all such other Persons on the price range or that basis of the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the relative number of shares securities each such other Person has requested to be included or to abandon or withdraw in such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 SECTION 4 involves an underwritten public offering and the managing underwriter or underwriters in good faith advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable SecuritiesShares) would be likely to have an adverse effect on exceeds the price, timing or distribution largest number of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities which can be sold in such offering without having an Adverse Effect; providedadverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) FIRST, 100% of the Registrable Shares requested to be registered pursuant to SECTION 4(a) (provided that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by Shares requested to be registered pursuant to SECTION 4(a) exceeds the Demand Party) and (b) second, to number which the extent the managing underwriter believes additional securities Company has been advised can be sold in the such offering without having an Adverse Effectthe adverse effect referred to above, the amount number of Other Securities requested such Registrable Shares to be included by Other Holders in such registration, registration by the Holders shall be allocated pro rata among all requesting Other such Holders on the basis of the relative amount number of all Other Securities Registrable Shares each such Holder has requested to be included in such registration. In ); (ii) SECOND, to the event extent that the number of Registrable Securities Shares requested to be registered pursuant to SECTION 4(a) is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of shares of equity securities the Company requests to be included in such registration; and Other Securities (iii) THIRD, to the extent that the number of Registrable Shares requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration pursuant to SECTION 4(a) and the securities which the Company proposes to sell up to for its own account are, in the aggregate, less than the number of equity securities thatwhich the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities proposed to be sold by any other person which, in the opinion of such managing underwriterunderwriter or underwriters, can be sold without having an Adverse Effect. If the managing underwriter adverse effect referred to above (provided that if the number of any underwritten offering shall advise such securities of such other Persons requested to be registered exceeds the Holders participating in a registration pursuant to this Section 4.2 that number which the Registrable Securities covered by the registration statement cannot Company has been advised can be sold in such offering within a price range acceptable without having the adverse effect referred to the Demand Partyabove, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares such securities to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.this

Priority in Requested Registrations. If a requested registration pursuant ----------------------------------- to this Section 4.2 section 20.1 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on exceeds the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities number which can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Partyi) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Partyholders of majority of the Registrable Securities so requested to be included or (ii) without otherwise materially and adversely affecting the offering of the shares being sold, then the Demand Party shall have Company will include in such registration, to the right to notify extent of the number which the Company that it has determined that is so advised can be sold in such offering, (A) first, all Registrable Securities requested to be registered, and second, ----- ------ securities the Company proposes to sell and other securities of the Company included in such registration by the holders thereof and (B) in case the number of Registrable Securities the registration of which shall have been requested by all holders thereof shall in the aggregate exceed the maximum number of shares to specified by such managing underwriter, the Registrable Securities the registration of which shall have been requested by each holder thereof shall be included in such registration shall be reduced to on a number that allows an offering pro rata basis --- ---- in the price range or proportion that such Registrable Securities the registration statement be abandoned or withdrawn, in of which event shall have been requested by such holder bears to the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of aggregate Registrable Securities other than the Demand Party registration of which shall have been requested by all holders thereof. To the extent Registrable Securities are participating not included in the registration as a result of this section 20.1(e), the right of the holders thereof to register such registration Registrable Securities pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence this section 20.1 shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithdeemed to have been effected.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 4 involves an underwritten public offering and the managing underwriter or underwriters in good faith advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable SecuritiesShares) would be likely to have an adverse effect on exceeds the price, timing or distribution largest number of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities which can be sold in such offering without having an Adverse Effect; providedadverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) first, 100% of the Registrable Shares requested to be registered pursuant to Section 4(a) (provided that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by Shares requested to be registered pursuant to Section 4(a) exceeds the Demand Party) and (b) second, to number which the extent the managing underwriter believes additional securities Company has been advised can be sold in the such offering without having an Adverse Effectthe adverse effect referred to above, the amount number of Other Securities requested such Registrable Shares to be included by Other Holders in such registration, registration by the Holders shall be allocated pro rata among all requesting Other such Holders on the basis of the relative amount number of all Other Securities Registrable Shares each such Holder has requested to be included in such registration. In ); (ii) second, to the event extent that the number of Registrable Securities Shares requested to be registered pursuant to Section 4(a) is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of shares of equity securities the Company requests to be included in such registration; and Other Securities (iii) third, to the extent that the number of Registrable Shares requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration pursuant to Section 4(a) and the securities which the Company proposes to sell up to for its own account are, in the aggregate, less than the number of equity securities thatwhich the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities proposed to be sold by any other person which, in the opinion of such managing underwriterunderwriter or underwriters, can be sold without having an Adverse Effect. If the managing underwriter adverse effect referred to above (provided that if the number of any underwritten offering shall advise such securities of such other Persons requested to be registered exceeds the Holders participating in a registration pursuant to this Section 4.2 that number which the Registrable Securities covered by the registration statement cannot Company has been advised can be sold in such offering within a price range acceptable without having the adverse effect referred to the Demand Partyabove, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares such securities to be included in such registration pursuant to this Section 4(d) shall be reduced to a number that allows an offering in allocated pro rata among all such other Persons on the price range or that basis of the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the relative number of shares securities each such Person has requested to be included or to abandon or withdraw in such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 2.2 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of Registrable Securities and other securities of the Company held by any other party requested to be included in such registration exceeds the number which can be sold in (including securities of or during the Company which are not Registrable Securitiestime of) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated within a price range acceptable to the holder or holders of a majority (by the Holders (an “Adverse Effect”), then the Company shall include in such registration (anumber of shares) first, 100% of the Registrable Securities requested to be included in such registration by registration, the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold Company will include in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of registration all Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In registration (unless the event provisions of the following sentence apply) and will include in such registration other securities of the Company (including any securities proposed to be issued and sold by the Company) held by any other party only to the extent that the number of shares which the Company is advised can be so sold in (or during the time of) such offering exceeds the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effectregistration. If the managing underwriter of any underwritten offering shall advise the Holders participating in a requested registration pursuant to this Section 4.2 that 2.2 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities covered by requesting registration) that, in its opinion, the number of Registrable Securities requested to be included in such registration statement cannot exceeds the number which can be sold in (or during the time of) such offering within a price range acceptable to the Demand Partyholder or holders of a majority (by number of shares) of the Registrable Securities requested to be included in such registration, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares will include in such registration only Registrable Securities requested to be included in such registration shall be reduced and only to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders extent of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and which the Company shall pay all Registration Expenses is advised can be so sold in connection therewith.(or during the time of) such

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 2.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered Adverse Effect in such offering as contemplated by the Holders (an “Adverse Effect”)Holders, then the Company shall include in such registration (a) first, 100% of only the Registrable Securities requested to be included in such registration by of the Demand Party Holders and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities of the Holders and Other Holders requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be sold without having an Adverse Effect, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all such requesting Holders and Other Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder and Other Holders (provided that any shares thereby allocated to any such Holder or Other Holder that exceed such Holder’s or Other Holder’s request shall be reallocated among the remaining requesting Holders and Other Holders in like manner). In the event that the number of Registrable Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders and Other Holders participating in a registration pursuant to this Section 4.2 2.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If the Managing Underwriter ----------------------------------- of a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter 5.1 advises the Company in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an a material adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “"Adverse Effect”"), then the Company shall -------------- include in such registration registration: (ai) first, 100% of the Registrable Securities ----- requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 Securities, if any (reduced, if necessary, pro rata in proportion to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser respective number of Registrable Securities as specified shares proposed to be included by the Demand Party) and each); (b) second, after inclusion of all the Registrable Securities proposed to be ------ included in such registration by the Demand Party and the other Holders, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, of the amount of Other Equity Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included Company in such registration is less than the number which, in the opinion of the managing underwritersuch Managing Underwriter, can be sold without having an Adverse Effectthe material adverse effect referred to above, such Equity Securities requested to be included by the Company may include Company; and (c) third, after inclusion of all the Registrable Securities proposed to be ----- included in such registration by the securities Demand Party and the other Holders and all the Equity Securities proposed to be included by the Company, to the extent of the amount of Equity Securities requested to be included by the other stockholders of the Company proposes to sell up to the number of securities thatin such registration which, in the opinion of such managing underwriterManaging Underwriter, can be sold without having an Adverse Effectthe material adverse effect referred to above, such Equity Securities requested to be included by other stockholders of the Company. If the managing underwriter Managing Underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 5.1 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in statement and such requested and withdrawn registration shall not be deemed to have been effected pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith5.1(b)(i).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 section 2.1 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that exceeds the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, which can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Partyholders of a majority of the Registrable Securities requested to be included in such registration, then the Demand Party shall have the right to notify the Company that it has determined that will include in such registration, to the extent of the number of shares which the Company is so advised can be sold in such offering, (X) in the event that any Xxxxx Entity is an Initiating Holder, (i) first, Registrable Securities requested to be included in such registration shall be reduced to by any Xxxxx Entity which is a number that allows an offering in the price range or that the registration statement be abandoned or withdrawnholder of Registrable Securities, in which event the Company shall effect the reduction, or abandon or withdraw PRO RATA among such holders requesting such registration statement; providedon the basis of the number of such securities requested to be included by such holders, however(ii) second, that if (i) Holders of Registrable Securities other than the Demand Party are participating requested to be included in such registration pursuant by any other holder of Registrable Securities, PRO RATA among such other holders requesting such registration on the basis of the number of such securities requested to Section 4.2(abe included by such holders and (iii) or (iithird, subject to section 2.1(a) hereof, securities the Company has proposes to sell and other securities of the Company included Top-Up Shares in such registration pursuant by the holders thereof, and (Y) in the event no Xxxxx Entity is an Initiating Holder, securities proposed by the Company to Section 4.2(b) be sold for its own account, Registrable Securities and other securities of the Demand Party shall have exercised its right Company requested to reduce be included in such registration PRO RATA on the basis of the number of shares of such securities so proposed to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration sold and its offering of shares thereunder. Any registration attempted so requested to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithincluded.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this Section 4.2 2.1 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of Registrable Securities and other securities of the Company held by any other party requested to be included in such registration exceeds the number which can be sold in (including securities of or during the Company which are not Registrable Securitiestime of) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated within a price range acceptable to the holders of a majority (by the Holders (an “Adverse Effect”), then the Company shall include in such registration (anumber of shares) first, 100% of the Registrable Securities requested to be included in such registration, the Company will include in such registration all Registrable Securities requested to be included in such registration (unless the provisions of the following sentence apply) and will include in such registration other securities of the Company held by any other party (including any securities proposed to be issued and sold by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (Company) only to the extent that the managing underwriter believes that all such Registrable Securities number of shares which the Company is advised can be so sold in (or during the time of) such offering without having an Adverse Effect; provided, that if exceeds the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) to be included in such registration. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and (b) second, to the extent the managing underwriter believes additional securities can be sold shall advise the Company in the offering without having an Adverse Effectwriting (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the amount number of Other Registrable Securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering within a price range acceptable to the holders of a majority (by Other Holders number of shares) of the Registrable Securities requested to be included in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Company will include in such registration only Registrable Securities requested to be included in such registration. In the event that the number of such event, such Registrable Securities and Other Securities to will be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up only to the number extent of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares which the Company is advised can be so sold in (or during the time of) such offering; the Registrable Securities to be included in such registration shall be reduced to a number that allows an offering in taken up pro rata from the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders holders of Registrable Securities other than the Demand Party are participating in requesting such registration pursuant to Section 4.2(a) or (ii) on the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and basis of the Demand Party shall have exercised its right to reduce the number percentage of shares Registrable Securities requested to be included or to abandon or withdraw in such registration, such ; and all shares proposed to be sold by the Company or any other Holders or the Company, as the case may be, party shall be permitted to proceed with deleted from such registration and its offering prior to effecting any reduction of shares thereunder. Any registration attempted to be withdrawn Registrable Securities by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithholders thereof under this paragraph (b).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 3 involves an underwritten offering and the managing underwriter advises the Company relevant Issuer in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company such Issuer which are not Registrable Securities) would exceeds the number which can be likely to have sold in such offering without a reasonable likelihood of an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”)offering, then the Company shall such Issuer will include in such registration (a) first, 100% of only the Registrable Securities requested to be included in such registration by registration. If the Demand Party and all other Holders number of Registrable Securities pursuant requested to this Section 4.2 (be included in such registration and securities of Other Holders requested to be included in such registration exceeds the extent that number which, in the opinion of such managing underwriter believes that all such Registrable Securities underwriter, can be sold in such offering without having a reasonable likelihood of an Adverse Effect; providedadverse effect on the price, that if timing or distribution of the managing underwriter does not so believe and securities offered in such offering, then the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of such Registrable Securities as specified by and securities of Other Holders to be included in such registration shall be allocated first, to the Demand Party) and (b) requesting Holders and, second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount number of all Registrable Securities and securities of Other Holders, as the case may be, requested to be included in such registration of the applicable Class then held by each such Holder and Other Holder (PROVIDED that any shares thereby allocated to any such Holder or Other Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders and Other Holders in like manner). If the number of Registrable Securities requested to be included in such registration. In the event that the number registration and securities of Registrable Securities and Other Securities Holders requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effectthe adverse effect referred to above, the Company relevant Issuer may include in such registration securities of the securities the Company proposes to sell same Class up to the number of such securities that, in the opinion of such managing the underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithadverse effect.

Priority in Requested Registrations. If a The requested registration pursuant to this Section 4.2 2.1 shall not involve an underwritten offering unless the Company shall first give its written approval of each firm that acts as an underwriter in the offering, such approval not to be unreasonably withheld. If the requested registration pursuant to this Section 2.1 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing that, in its opinion, the number or quantity of shares or securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that exceeds the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, which can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then Holders (such writing to state the Demand Party shall have basis of such opinion and the right to notify the Company that it has determined that the approximate number of shares or securities which may be included in such offering without such effect), the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (a) first, Registrable Securities requested to be included in such registration shall be reduced pursuant to a number that allows an offering in Section 2.1.1 by the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; Holders (provided, however, that if (i) Holders of the Company is so advised that less than all such Registrable Securities other than the Demand Party are participating can be so sold in such offering, such Registrable Securities shall be included pro rata in proportion to the respective holdings of such Registrable Securities by the Holders, unless the Holders otherwise agree), and (b) second, such other securities of the Company which the Company, in its discretion, may designate, whether such securities are to be sold by the Company for its own account or are to be sold by other security holders of the Company. Notwithstanding the aforesaid or any other provision in this Agreement to the contrary, the right of the Holders to have first priority in a requested registration pursuant to Section 4.2(a) or (ii) 2.1.1 is subject to other security holders registration rights which are in existence on the Company has included Top-Up Shares date hereof and may result in such registration pursuant to Section 4.2(b) and other security holders ranking pari passu with the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithHolders.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 2.1 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of Registrable Securities and other securities of the Company held by any other party requested to be included in such registration exceeds the number which can be sold in (including securities of or during the Company which are not Registrable Securitiestime of) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated within a price range acceptable to the holders of a majority (by the Holders (an “Adverse Effect”), then the Company shall include in such registration (anumber of shares) first, 100% of the Registrable Securities requested to be included in such registration, the Company will include in such registration all Registrable Securities requested to be included in such registration (unless the provisions of the following sentence apply) and will include in such registration other securities of the Company (including any securities proposed to be issued and sold by the Demand Party and all Company) held by any other Holders of Registrable Securities pursuant to this Section 4.2 (party only to the extent that the managing underwriter believes that all such Registrable Securities number of shares which the Company is advised can be so sold in (or during the time of) such offering without having an Adverse Effect; provided, that if exceeds the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) to be included in such registration. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and (b) second, to the extent the managing underwriter believes additional securities can be sold shall advise the Company in the offering without having an Adverse Effectwriting (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the amount number of Other Registrable Securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering within a price range acceptable to the holders of a majority (by Other Holders number of shares) of the Registrable Securities requested to be included in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Company will include in such registration only Registrable Securities requested to be included in such registration. In the event that the number of such event, such Registrable Securities and Other Securities to will be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up only to the number extent of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares which the Company is advised an be so sold in (or during the time of) such offering; the Registrable Securities to be included in such registration shall be reduced to a number that allows an offering in taken up pro rata from the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders holders of Registrable Securities other than the Demand Party are participating in requesting such registration pursuant to Section 4.2(a) or (ii) on the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and basis of the Demand Party shall have exercised its right to reduce the number percentage of shares Registrable Securities requested to be included or to abandon or withdraw in such registration, such ; and all shares proposed to be sold by the Company or any other Holders or the Company, as the case may be, party shall be permitted to proceed with deleted from such registration and its offering prior to effecting any reduction of shares thereunder. Any registration attempted to be withdrawn Registrable Securities by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithholders thereof under this paragraph (b).

Priority in Requested Registrations. If a requested any registration pursuant to this Section 4.2 0 involves an underwritten offering and the managing underwriter advises underwriter(s) in good faith advise(s) the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable SecuritiesShares) would be likely to have an adverse effect on exceeds the price, timing or distribution largest number of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities which can be sold in such offering without having an Adverse Effect; providedadverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) first, one hundred percent (100%) of the Registrable Shares requested to be registered pursuant to Section 4(a) hereof (provided that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified Shares requested to be registered pursuant to Section 4(a) hereof exceeds the number which the Company has been advised 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 registration by the Demand Party) and Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares each such Holder has requested to be included in such registration); (bii) second, to the extent that the managing underwriter believes additional number of Registrable Shares requested to be registered pursuant to Section 4(a) hereof is less than the number of securities which the Company has been advised can be sold in the such offering without having an Adverse Effectthe adverse effect referred to above, such number of shares of equity securities the amount Company requests to be included in such registration, and (iii) third, to the extent that the number of Other Securities Registrable Shares requested to be included by Other Holders in such registrationregistration pursuant to Section 4(a) hereof and the securities which the Company proposes to sell for its own account are, in the aggregate, 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, such number of other securities proposed to be sold by any Other Holder which, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of such securities of such Other Holder requested to be registered exceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such securities to be included in such registration pursuant to this Section 4(d) shall be allocated pro rata among all requesting such Other Holders on the basis of the relative amount number of all securities each such Other Securities Holder has requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 section 2.1 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities Common Stock of the Company or other Persons which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that exceeds the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, which can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Partyholders of a majority of the Registrable Securities requested to be included in such registration, then the Demand Party shall have the right to notify the Company that it has determined that will include in such registration, to the extent of the number of shares which the Company is so advised can be sold in such offering, (i) first, Registrable Securities requested to be included in such registration shall by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number of such securities requested to be reduced included by such holders, (ii) second, Common Stock the Company proposes to a number that allows an offering sell and (iii) third, Common Stock of the Company held by other Persons having registration rights proposed to be included in such registration by the price range or that holders thereof. Notwithstanding the foregoing, (A) in connection with the first requested registration statement be abandoned or withdrawnpursuant to this section 2.1 in any twelve month period, in which event the Company shall effect in all events be entitled to register and sell up to 25% of the reductiontotal number of shares of Common Stock to be registered and (B) in connection with any subsequent requested registration pursuant to this section 2.1 in such twelve month period, or abandon or withdraw such registration statementthe Company shall in all events be entitled to register and sell up to 50% of the total number of shares of Common Stock to be registered; provided, however, that if (i) Holders the Company registers and sells in excess of Registrable Securities other than 33.3% of the Demand Party are participating in such total number of shares of Common Stock to be registered, the request for registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence this section 2.1 shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.deemed to have been effected. 2.2

Priority in Requested Registrations. If a requested registration pursuant to ----------------------------------- this Section 4.2 1.1 involves an underwritten offering offering, and the managing or lead underwriter advises or underwriters shall advise the Selling Stockholders in writing (a copy of which shall be provided to the Company in writing by the Selling Stockholders) that, in its or their opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse EffectSelling Stockholders, the Company may include in such registration the securities the Company proposes to sell up to and any other Person exceeds the number of securities that, in the opinion of such managing underwriter, which can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand PartySelling Stockholders, then the Demand Party shall have the right to notify the Company that it has determined that shall include in such registration the number of shares securities that the Selling Stockholders are so advised can be sold in such offering, as follows: (i) (A) if the registration is effected during the CP Preference Period and involves the sale of Sprint PCS Stock, unless the Company exercises its option described in clause (ii) below, (w) first, the Eligible Securities proposed to be included by the Selling Stockholders, (x) second, so long as the Cable Partner Registration Rights Agreement is in effect, any securities requested to be included in such registration shall by the Cable Partners, (y) third, the securities requested to be reduced included in such registration by the Company, unless otherwise provided in an agreement between the Company and another Person or Persons, and (z) fourth, the securities of any other Person or Persons proposed to a number that allows an offering be included in such registration, in accordance, as to the priorities among such other Persons, with the rights contained in the price range respective agreements into which such Persons and the Company have entered, or that (B) if the registration statement is not effected during the CP Preference Period or does not involve the sale of Sprint PCS Stock, unless the Company exercises its option described in clause (ii) below, (x) first, the Eligible Securities proposed to be abandoned included by the Selling Stockholders, (y) second, the securities requested to be included in such registration by the Company and, so long as the Cable Partner Registration Rights Agreement is in effect and the offering involves the issuance of Sprint PCS Stock, the Cable Partners, unless otherwise provided in an agreement between the Company and another Person or withdrawnPersons, and (z) third, the securities of any other Person or Persons proposed to be included in such registration, in accordance, as to the priorities among such other Persons, with the rights contained in the respective agreements into which event such Persons and the Company shall effect the reduction, or abandon or withdraw such registration statement; have entered (provided, however, that in the case of this clause (B) if (i) Holders -------- -------- the registration is during the CP Secondary Preference Period and the Cable Partner Registration Rights Agreement is in effect, unless the Cable Partners otherwise consent, any shares of Registrable Securities other than the Demand Party are participating PCS Stock proposed to be included in such registration pursuant by the Company, the proceeds with respect to Section 4.2(a) which will not be allocated to the PCS Group, shall be third in priority, and the securities of such other persons shall be fourth in priority), or (ii) at the Company has option of the Company, (x) first, the Eligible Securities proposed to be included Top-Up Shares by the Selling Stockholders and the securities requested to be included in such registration pursuant to Section 4.2(b) by the Company and, so long as the Cable Partner Registration Rights Agreement is in effect and the Demand Party shall have exercised its right to reduce offering involves the sale of Sprint PCS Stock, the Cable Partners, each pro rata in accordance with the number of shares Eligible Securities proposed to be included by the Selling Stockholders and the number of securities so proposed to be included by the Company and, if applicable, the Cable Partners, respectively, and (y) second, the securities of any other Person or Persons proposed to abandon or withdraw be included in such registration, in accordance, as to the priorities among such other Holders or Persons, with the Companyrights contained in the respective agreements into which such Persons and the Company have entered, as provided, if the case may beCompany selects the option set forth in clause (ii), shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as count toward the Demand Party’s registration demand maximum number of registrations provided in Section 4.2(a)(ii1.1(a)(ii) and if due to the Company's (and, if applicable, the Cable Partners') participation on a pro rata basis with the Selling Stockholders, the managing or lead underwriter or underwriters determines in its good faith judgment that the number of securities requested to be included in such registration by the Selling Stockholders, the Company shall pay all Registration Expenses and, if applicable, the Cable Partners exceeds the number which can be sold in connection therewithsuch offering within a price range acceptable to the Selling Stockholders.

Priority in Requested Registrations. If a requested any registration pursuant to this Section 4.2 4 involves an underwritten offering and the managing underwriter advises underwriter(s) in good faith advise(s) the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable SecuritiesShares) would be likely to have an adverse effect on exceeds the price, timing or distribution largest number of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities which can be sold in such offering without having an Adverse Effect; providedadverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) first, one hundred percent (100%) of the Registrable Shares requested to be registered pursuant to Section 4(a) hereof (provided that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified Shares requested to be registered pursuant to Section 4(a) hereof exceeds the number which the Company has been advised 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 registration by the Demand Party) and Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares each such Holder has requested to be included in such registration); (bii) second, to the extent that the managing underwriter believes additional number of Registrable Shares requested to be registered pursuant to Section 4(a) hereof is less than the number of securities which the Company has been advised can be sold in the such offering without having an Adverse Effectthe adverse effect referred to above, such number of shares of equity securities the amount Company requests to be included in such registration, and (iii) third, to the extent that the number of Other Securities Registrable Shares requested to be included by Other Holders in such registrationregistration pursuant to Section 4(a) hereof and the securities which the Company proposes to sell for its own account are, in the aggregate, 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, such number of other securities proposed to be sold by any Other Holder which, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of such securities of such Other Holder requested to be registered exceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such securities to be included in such registration pursuant to this Section 4(d) shall be allocated pro rata among all requesting such Other Holders on the basis of the relative amount number of all securities each such Other Securities Holder has requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 4 involves an underwritten offering and the managing underwriter advises the Company underwriter(s) in good faith advise(s) AremisSoft in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which AremisSoft that are not Registrable SecuritiesShares) would be likely to have an adverse effect on exceeds the price, timing or distribution largest number of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; providedadverse effect on such offering (including the price at which such securities can be sold), then AremisSoft will include in such registration (i) first, one hundred percent (100%) of the Registrable Shares requested to be registered pursuant to Section 4.1 hereof (provided that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified Shares requested to be registered pursuant to Section 4.1 hereof exceeds the number that AremisSoft has been advised 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 registration by the Demand Party) and Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares each such Holder has requested to be included in such registration); (bii) second, to the extent that the managing underwriter believes additional number of Registrable Shares requested to be registered pursuant to Section 4.1 hereof is less than the number of securities that AremisSoft has been advised can be sold in the such offering without having an Adverse Effectthe adverse effect referred to above, such number of shares of equity securities AremisSoft requests to be included in such registration, and (iii) third, to the amount extent that the number of Other Securities Registrable Shares requested to be included by Other Holders in such registrationregistration pursuant to Section 4.1 hereof and the securities that AremisSoft proposes to sell for its own account are, in the aggregate, less than the number of equity securities that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities proposed to be sold by any Other Holder that, in the opinion of such managing underwriter(s), can be sold without having the adverse effect referred to above (provided that if the number of such securities of such Other Holder requested to be registered exceeds the number that AremisSoft has been advised can be sold in such offering without having the adverse effect referred to above, the number of such securities to be included in such registration pursuant to this Section 4.4 shall be allocated pro rata among all requesting such Other Holders on the basis of the relative amount number of all securities each such Other Securities Holder has requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “"Adverse Effect”"), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (gf), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the one of such Demand Party’s 's registration demand demands provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this Section 4.2 3.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution successful marketing of the securities to be offered in such offering as contemplated by (including the Holders price at which such securities can be sold) (an “"Adverse Effect”"), then the Company shall -------------- include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other requesting Holders of Registrable Securities pursuant to this Section 4.2 3.1 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if they cannot, the Company will include in such registration the -------- amount of Registrable Securities that the managing underwriter does advises will not so believe and have such Adverse Effect. In such event, the Demand Party does not exercise its right set forth number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the second succeeding sentence basis of this clause (g), such lesser the relative number of shares of Registrable Securities as specified then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the Demand Party) remaining requesting Holders in like manner), and (b) second, to the extent the managing underwriter believes additional securities ------ can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested then held by each such Other Holder (provided, that any such amount thereby allocated to any such Other Holder that -------- exceeds such Other Holder's request shall be included reallocated among the remaining requesting Other Holders in such registrationlike manner). In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 3.1 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 2.1 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each Holder requesting registration) that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that exceeds the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, which can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then Holders of more than 50% of the Demand Party shall have the right to notify the Company that it has determined that the number of shares Registrable Securities requested to be included in such registration registration, then the Registrable Securities requested to be registered pursuant to this Section 2.1 shall be reduced to a the number that allows an of Registrable Securities which the Company is so advised can be sold in (or during the time of) such offering in by decreasing the price range or that Registrable Securities requested to be registered (pro rata among the Holders requesting such registration on the basis of the percentage of the Registrable Securities held by such Holder immediately prior to the filing of the registration statement with respect to such registration). Nothing in this Section 2.1(h) shall affect (i) the rights of Series A Persons requesting registration to include all of the securities requested to be abandoned or withdrawn, registered by such Series A Persons in which event such registration without reduction prior to the Company shall effect the reductioninclusion of any Registrable Securities requested to be registered hereunder, or abandon or withdraw (ii) the rights of Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series H Persons and Series E Warrant Purchasers requesting registration to include securities in such registration statementon a pro rata basis with the Registrable Securities of Holders hereunder in the same manner as described in Section 2.1(c) hereof; provided, however, that if the rights of Takeda as a Holder hereunder shall, to the extent determined by Takeda to be appropriate for sales by Takeda pursuant to Section 8.4(e) of the Alliance Agreement, be a prior right of Takeda to such extent (iwhether pursuant to "demand" or "piggyback" registration rights) and in preference to the registration rights of other Holders of and Series A Persons, Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, Series H Persons and Series E Warrant Purchasers to include Registrable Securities other than the Demand Party are participating requested by Takeda to be registered in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and extent of 50% of the Demand Party shall have exercised its right to reduce the total number of shares to be included or registered for the participate in registration rights as to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering remaining 50% balance of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant registered for the account of selling shareholders, except to the preceding sentence shall extent other selling shareholders do not be counted request registration as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithto such remaining balance).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 4 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company in writing that, in its opinion, the number of securities shares of Common Stock requested to be included in such registration (including securities shares of Common Stock of the Company which are not Registrable SecuritiesShares) would be likely to have an adverse effect on exceeds the price, timing or distribution largest number of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% shares of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities Common Stock which can be sold in such offering without having an Adverse Effect; providedadverse effect on such offering (including the price at which such shares of Common Stock can be sold), then the Company will include in such registration (i) first, 100% of the Registrable Shares requested to be registered pursuant to Section 4(a) hereof (provided that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by Shares requested to be registered pursuant to Section 4(a) hereof exceeds the Demand Party) and (b) second, to number which the extent the managing underwriter believes additional securities Company has been advised can be sold in the such offering without having an Adverse Effectthe adverse effect referred to above, the amount number of Other Securities requested such Registrable Shares to be included by Other Holders in such registration, registration by the Holders shall be allocated pro rata among all requesting Other such Holders on the basis of the relative amount number of all Other Securities Registrable Shares each such Holder has requested to be included in such registration. In ); (ii) second, to the event extent that the number of Registrable Securities Shares requested to be registered pursuant to Section 4(a) hereof is less than the number of shares of Common Stock which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of shares of Common Stock the Company requests to be included in such registration; and Other Securities (iii) third, to the extent that the number of Registrable Shares requested to be included in such registration is less than pursuant to Section 4(a) hereof and the number which, in the opinion shares of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities Common Stock which the Company proposes to sell up to for its own account are, in the aggregate, less than the number of securities thatshares of Common Stock which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of other shares of Common Stock proposed to be sold by any other Person which, in the opinion of such managing underwriterunderwriter or underwriters, can be sold without having an Adverse Effect. If the managing underwriter adverse effect referred to above (provided that if the number of any underwritten offering shall advise such shares of Common Stock of such other Persons requested to be registered exceeds the Holders participating in a registration pursuant to this Section 4.2 that number which the Registrable Securities covered by the registration statement cannot Company has been advised can be sold in such offering within a price range acceptable without having the adverse effect referred to the Demand Partyabove, then the Demand Party shall have the right to notify the Company that it has determined that the number of such shares of Common Stock to be included in such registration pursuant to this Section 4(d) shall be reduced to a number that allows an offering in allocated pro rata among all such other Persons on the price range or that basis of the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the relative number of shares of Common Stock each such Person has requested to be included or to abandon or withdraw include in such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith).

Priority in Requested Registrations. If a requested registration or sale by way of prospectus pursuant to this Section 4.2 Article VI involves an underwritten offering Underwritten Offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration or sale by way of prospectus (including securities of the Company or other Persons which are not Registrable Securities) would exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution successful marketing of the securities to be offered in such offering as contemplated by (including the Holders (an “Adverse Effect”price at which such securities can be sold pursuant thereto), then the Company shall will include in such registration (a) first, 100% or sale by way of prospectus only the Registrable Securities requested to be included in such registration or sale by the Demand Party and all other Holders way of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registrationprospectus. In the event that the number of Registrable Securities and Other requested to be included in such registration or sale by way of prospectus exceeds the number which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of such Registrable Securities to be included in such registration or sale by way of prospectus shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder and requested to be included (provided, that any shares thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration or sale by way of prospectus is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effectthe adverse effect referred to above, the Company may include in such registration or sale by way of prospectus the securities the Company (or any other stockholder) proposes to sell up to the number of securities that, in the opinion of such managing the underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant adverse effect referred to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithabove.

Priority in Requested Registrations. If the managing underwriter for a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company 3.1 shall advise Holdings in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by exceeds the Demand Party and all other Holders of Registrable Securities pursuant to this number (the "Section 4.2 (to the extent 3.1 Maximum Number") that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold orderly manner in such offering within a price range acceptable to stockholders who beneficially own (or holds, in the Demand Partycase of the Trustee) Registrable Securities representing in the aggregate at least the Requisite Share Number, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares such Registrable Securities to be included in such registration shall be reduced allocated first to a the Trustee Shares and the Investcorp Shares pro rata based on the total number that allows an offering in of such shares held by each of the price range or that Trustee and the registration statement Investcorp Stockholders, respectively, (until the Section 3.1 Maximum Number of Shares are registered) and, then, if the number of such Trustee Shares and Investcorp Shares to be abandoned or withdrawnregistered is less than the Section 3.1 Maximum Number, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of be allocated pro rata among all stockholders who beneficially own any Registrable Securities other than the Demand Party are participating and request that Registrable Securities be included in such registration pursuant on the basis of the relative number of shares of such Registrable Securities each such stockholder has requested to Section 4.2(a) or (ii) the Company has be included Top-Up Shares in such registration pursuant to (until the Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number 3.1 Maximum Number of such shares to be included or to abandon or withdraw such registration, such other Holders or the Companyis met). If, as a result of the case may beproration provisions of this subsection 3.1(e), shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence any stockholder who beneficially owns any Registrable Securities shall not be counted entitled to include all Registrable Securities in a registration that such stockholder has requested be included, such stockholder may elect to withdraw his request to include Registrable Securities in such registration (a "Withdrawal Election"); PROVIDED, HOWEVER, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a stockholder shall no longer have any right to include Registrable Securities in the registration as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithto which such Withdrawal Election was made.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 3 involves an underwritten offering and the managing underwriter in good faith advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the any Registrable Securities which any other Holder has requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to 3(a) hereof) exceeds the extent that the managing underwriter believes that all such Registrable Securities amount which can be sold in such offering without having an Adverse Effect; provided, that if adverse effect on such offering as contemplated by the managing underwriter does not so believe and Stockholder (including the Demand Party does not exercise its right set forth in price at which the second succeeding sentence of this clause (gStockholder proposes to sell such securities), then the Company will include in such lesser number registration (i) first, 100% of Registrable Securities as specified by the Demand Party) securities the requesting Stockholder proposes to sell and (bii) second, to the extent of the number of securities requested to be included in such registration that, in the opinion of such managing underwriter believes additional securities underwriter, can be sold in the offering without having an Adverse Effectthe adverse effect referred to above, the amount of Other Registrable Securities that the other Holders have requested to be included by Other Holders in such registration, such amount to be allocated pro rata among all requesting Other Holders on the basis of the relative amount number of all Other shares of Registrable Securities requested then held by each such Holder, provided that any Registrable Securities thereby allocated to any such Holder that exceed such Holder's request will be included reallocated among the remaining requesting Holders in such registrationlike manner). In the event that the number of Registrable Securities and Other Securities requested to be included in such registration (consisting of the sum of the number of Registrable Securities that the Stockholder has requested to be included in such registration pursuant to Section 2(a) hereof and the number of Registrable Securities which any other Holder has requested to be included in such registration pursuant to Section 2(a)) is less than the number whichamount of Registrable Securities that, in the opinion of the managing underwriter, can be sold without having an Adverse Effectthe adverse effect referred to above, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithso sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 1.1 involves an underwritten offering offering, and the managing or lead underwriter advises or underwriters shall advise the Selling Stockholders in writing (a copy of which shall be provided to the Company in writing by the Selling Stockholders) that, in its or their opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse EffectSelling Stockholders, the Company may include in such registration the securities the Company proposes to sell up to and any other Person exceeds the number of securities that, in the opinion of such managing underwriter, which can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand PartySelling Stockholders, then the Demand Party shall have the right to notify the Company that it has determined that shall include in such registration the number of shares securities that the Selling Stockholders are so advised can be sold in such offering, as follows: (i) (A) if the registration is effected during the CP Preference Period and involves the sale of Sprint PCS Stock, unless the Company exercises its option described in clause (ii) below, (w) first, the Eligible Securities proposed to be included by the Selling Stockholders, (x) second, so long as the Cable Partner Registration Rights Agreement is in effect, any securities requested to be included in such registration shall by the Cable Partners, (y) third, the securities requested to be reduced included in such registration by the Company, unless otherwise provided in an agreement between the Company and another Person or Persons, and (z) fourth, the securities of any other Person or Persons proposed to a number that allows an offering be included in such registration, in accordance, as to the priorities among such other Persons, with the rights contained in the price range respective agreements into which such Persons and the Company have entered, or that (B) if the registration statement is not effected during the CP Preference Period or does not involve the sale of Sprint PCS Stock, unless the Company exercises its option described in clause (ii) below, (x) first, the Eligible Securities proposed to be abandoned included by the Selling Stockholders, (y) second, the securities requested to be included in such registration by the Company and, so long as the Cable Partner Registration Rights Agreement is in effect and the offering involves the issuance of Sprint PCS Stock, the Cable Partners, unless otherwise provided in an agreement between the Company and another Person or withdrawnPersons, and (z) third, the securities of any other Person or Persons proposed to be included in such registration, in accordance, as to the priorities among such other Persons, with the rights contained in the respective agreements into which event such Persons and the Company shall effect the reduction, or abandon or withdraw such registration statement; have entered (provided, however, that in the case of this clause (B) if (i) Holders the registration is during the CP Secondary Preference Period and the Cable Partner Registration Rights Agreement is in effect, unless the Cable Partners otherwise consent, any shares of Registrable Securities other than the Demand Party are participating PCS Stock proposed to be included in such registration pursuant by the Company, the proceeds with respect to Section 4.2(a) which will not be allocated to the PCS Group, shall be third in priority, and the securities of such other persons shall be fourth in priority), or (ii) at the Company has option of the Company, (x) first, the Eligible Securities proposed to be included Top-Up Shares by the Selling Stockholders and the securities requested to be included in such registration pursuant to Section 4.2(b) by the Company and, so long as the Cable Partner Registration Rights Agreement is in effect and the Demand Party shall have exercised its right to reduce offering involves the sale of Sprint PCS Stock, the Cable Partners, each pro rata in accordance with the number of shares Eligible Securities proposed to be included by the Selling Stockholders and the number of securities so proposed to be included by the Company and, if applicable, the Cable Partners, respectively, and (y) second, the securities of any other Person or Persons proposed to abandon or withdraw be included in such registration, in accordance, as to the priorities among such other Holders or Persons, with the Companyrights contained in the respective agreements into which such Persons and the Company have entered, as provided, if the case may beCompany selects the option set forth in clause (ii), shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as count toward the Demand Party’s registration demand maximum number of registrations provided in Section 4.2(a)(ii1.1(a)(ii) and if due to the Company's (and, if applicable, the Cable Partners') participation on a pro rata basis with the Selling Stockholders, the managing or lead underwriter or underwriters determines in its good faith judgment that the number of securities requested to be included in such registration by the Selling Stockholders, the Company shall pay all Registration Expenses and, if applicable, the Cable Partners exceeds the number which can be sold in connection therewithsuch offering within a price range acceptable to the Selling Stockholders.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 2.1 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of Registrable Securities and other securities of the Company held by any other party requested to be included in such registration exceeds the number which can be sold in (including securities of or during the Company which are not Registrable Securitiestime of) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated within a price range acceptable to the holders of a majority (by the Holders (an “Adverse Effect”), then the Company shall include in such registration (anumber of shares) first, 100% of the Registrable Securities requested to be included in such registration, the Company will include in such registration all Registrable Securities and Registrable Securities - July 1999 requested to be included in such registration (unless the provisions of the following sentence apply) and will include in such registration other securities of the Company (including any securities proposed to be issued and sold by the Demand Party and all Company) held by any other Holders of Registrable Securities pursuant to this Section 4.2 (party only to the extent that the managing underwriter believes that all such Registrable Securities number of shares which the Company is advised can be so sold in (or during the time of) such offering without having an Adverse Effect; provided, that if exceeds the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Registrable Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested - July 1999 to be included in such registration. In If, after application of the event that preceding sentence, the number of Registrable Securities and Other Registrable Securities to - July 1999 still exceed such maximum number, such Registrable Securities and Registrable Securities - July 1999 will be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up only to the number extent of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares which the Company is advised can be so sold in (or during the time of) such offering; the Registrable Securities and the Registrable Securities - July 1999 to be included in such registration shall be reduced to a number that allows an offering in taken up pro rata from the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders holders of Registrable Securities other than and the Demand Party are participating in Registrable Securities - July 1999 requesting such registration pursuant to Section 4.2(a) or (ii) on the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) basis of the percentage of Registrable Securities and the Demand Party shall have exercised its right to reduce the number of shares Registrable Securities - July 1999 requested to be included or to abandon or withdraw in such registration, such ; and all shares proposed to be sold by the Company or any other Holders or the Company, as the case may be, party shall be permitted to proceed with deleted from such registration prior to effecting any reduction of Registrable Securities and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithRegistrable Securities - July 1999 under this paragraph (b).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on exceeds the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities number which can be sold in such offering without having an Adverse Effect; providedadverse effect, that if the managing underwriter does not so believe and Company will include in such registration only the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by and securities of the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included same Class held by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and securities of the same Class held by Other Holders requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be sold, the number of such Registrable Securities and securities of the same Class held by Other Holders to be included in such registration shall be allocated pro rata among all requesting Holders and Other Holders on the basis of the relative number of shares of Registrable Securities and securities of the same Class held by Other Holders then held by each such Holder and Other Holder (provided that any shares thereby allocated to any such Holder or Other Holder that exceed such Holder's or Other Holder's request shall be reallocated among the remaining requesting Holders and Other Holders in like manner). In the event that the number of Registrable Securities and securities of the same Class held by Other Holders requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effectsold, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing the underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithadverse effect.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) would exceeds the number which can be likely to have an adverse effect on the price, timing or distribution of the securities to be offered sold in such offering as contemplated by the Holders (an “Adverse Effect”)offering, then the Company shall will include in such registration (a) first, 100% of only the Registrable Securities requested to be included in such registration by and any securities which the Demand Party and all other Holders of Registrable Securities pursuant Company is required to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold include in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth registration in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of accordance with any Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registrationRegistration Rights Agreement. In the event that the number of Registrable Securities and Other Securities requested to be included in such registration and securities which the Company is required to include in such registration in accordance with any Other Registration Rights Agreement exceeds the number which, in the opinion of such managing underwriter, can be sold, then the Company will include in such registration (i) first, the number of shares of Common Stock held by a party to an Other Registration Rights Agreement that the Company is required (after giving effect to the priority, pro ration or cutback provisions contained in any Other Registration Rights Agreement and any withdrawal from the proposed registration of shares of Common Stock by a holder of shares of Common Stock that is a party to such Other Registration Rights Agreement) to include in such registration pursuant to an Other Registration Rights Agreement and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (except to the extent that two or more requesting Holders shall have agreed to a different allocation among such requesting Holders); provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner. In the event that the number of Registrable Securities requested to be included in such registration and securities which the Company is required to include in such registration in accordance with any Other Registration Rights Agreement is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effectsold, the Company may include in such registration the securities the Company it proposes to sell up to the number of securities that, in the opinion of such managing the underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithsold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 2(a) involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing that, in its opinionview, (i) the number of securities requested, pursuant to this Section 2(a), to be included in such registration (including securities of Common Shares and CVRs which the Company proposes to include, whether or not for the sale for its own account, which are not Registrable Securities) would be likely to have an adverse effect on or (ii) the price, timing inclusion of some or distribution all of the securities Common Shares and CVRs owned by other shareholders of the Company (including Registrable Securities proposed to be offered included by any Stockholder pursuant to Section 2(b)), in either case, exceeds the number which can be sold in such offering without having an adverse impact on such offering, including the price at which such securities can be sold (the "Maximum Offering Size"), the Company will include in such registration, in the priority listed below, up to the Maximum Offering Size (A) first, Registrable Securities requested, pursuant to this Section 2(a), to be included in such registration by the DLJ Entities and Xxxxx, as the case may be, (pro rata as between them based on the number of Registrable Securities proposed to be so registered) and (B) second, Common Shares and/or CVRs requested to be included in such registration by the Company for its own account, by Xxxxx pursuant to Section 2(b) or by any other holder of Common Shares and/or CVRs having registration rights, in the case of this paragraph (B), pro rata among such holders on the basis of the number of Common Shares and/or CVRs requested to be so registered; provided that if, as a result of any reduction in Common Shares and/or CVRs to be sold as contemplated by the Holders (an “Adverse Effect”this Section 2(a)(iv), then the Company shall include in Initiating Stockholder is entitled to sell pursuant to such registration (a) first, 100less than 65% of the Registrable Securities requested to be included in such registration pursuant to Section 2(a), the request by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent Initiating Stockholder that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in initiated such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to not reduce the number of shares registrations available to be included the Initiating Stockholder pursuant to paragraph (A) or to abandon or withdraw such registration, such other Holders or the Company(B), as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith2(a)(i).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 4 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Holders requesting such registration and the Company in writing that, in its opinion, the number of securities shares of Common Stock requested to be included in such registration (including securities shares of the Company Common Stock which are not Registrable SecuritiesShares) would be likely to have an adverse effect on exceeds the price, timing or distribution largest number of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% shares of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities Common Stock which can be sold in such offering without having an Adverse Effect; providedadverse effect on such offering (including the price at which such shares of Common Stock can be sold), then the Company will include in such registration (i) first, 100% of the Registrable Shares requested to be registered pursuant to Section 4(a) hereof (provided that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by Shares requested to be registered pursuant to Section 4(a) hereof exceeds the Demand Party) number which the Holders and (b) second, to the extent the managing underwriter believes additional securities Company have been advised can be sold in the such offering without having an Adverse Effectthe adverse effect referred to above, the amount number of Other Securities requested such Registrable Shares to be included by Other Holders in such registration, registration by the Holders shall be allocated pro rata among all requesting Other such Holders on the basis of the relative amount number of all Other Securities Registrable Shares each such Holder has requested to be included in such registration. In ); (ii) second, to the event extent that the number of Registrable Securities Shares requested to be registered pursuant to Section 4(a) hereof is less than the number of 3 4 shares of Common Stock which such Holders and Other Securities the Company have been advised can be sold in such offering without having the adverse effect referred to above, such number of shares of Common Stock the Company requests to be included in such registration; and (iii) third, to the extent that the number of Registrable Shares requested to be included in such registration is less than pursuant to Section 4(a) hereof and the number which, in the opinion shares of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities Common Stock which the Company proposes to sell up to for its own account are, in the aggregate, less than the number of securities thatshares of Common Stock which such Holders and the Company have been advised can be sold in such offering without having the adverse effect referred to above, such number of other shares of Common Stock proposed to be sold by any other Person which, in the opinion of such managing underwriterunderwriter or underwriters, can be sold without having an Adverse Effect. If the managing underwriter adverse effect referred to above (provided that if the number of any underwritten offering shall advise such shares of Common Stock of such other Persons requested to be registered exceeds the number which such Holders participating in a registration pursuant to this Section 4.2 that and the Registrable Securities covered by the registration statement cannot Company have been advised can be sold in such offering within a price range acceptable without having the adverse effect referred to the Demand Partyabove, then the Demand Party shall have the right to notify the Company that it has determined that the number of such shares of Common Stock to be included in such registration pursuant to this Section 4(d) shall be reduced to a number that allows an offering in allocated pro rata among all such other Persons on the price range or that basis of the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the relative number of shares of Common Stock each such Person has requested to be included or to abandon or withdraw in such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder). Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith5.

Priority in Requested Registrations. If a requested registration Demand Registration pursuant to this Section 4.2 2 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that exceeds the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, which can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Eligible Demand PartyHolder(s) demanding such Demand Registration, then the Demand Party shall have the right to notify the Company that it has determined that will include in such registration to the extent of the number of shares which the Company is so advised can be sold in such offering (i) first, Registrable Securities requested to be included in such registration shall for each Eligible Demand Holder exercising its right to demand registration pursuant to this Section 2 in an amount determined pursuant to the following formula: (x) the number of Registrable Securities which such Eligible Demand Holder's Demand Registration Request demands be reduced included in such registration, divided by, (y) the aggregate number of Registrable Securities for which Demand Registration Requests are made with respect to the subject registration; and (ii) second, securities of the Company proposed by the Company to be sold for its own account. If two or more Eligible Demand Holders made demand and pursuant to the foregoing managing underwriters opinion the aggregate number of Registrable Securities stated in such Eligible Demand Holders' Demand Requests exceeds the number of securities which can be sold in such offering within a number that allows an offering in the price range or that acceptable to the registration statement be abandoned or withdrawnEligible Demand Holder(s) demanding such Demand Registration, in which event then any such Eligible Demand Holders may withdraw its entire Demand Request without being deemed to have exercised a Demand and without being liable to the Company shall effect the reductionfor any Registration Expenses. If this Section 2 is applicable in connection with any such registration, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of no securities other than Registrable Securities other than or securities of the Demand Party are participating in Company proposed by the Company to be sold for its own account shall be covered by such registration pursuant to Section 4.2(a) or registration, (ii) the Company has included Top-Up Shares in will not grant any registration rights inconsistent with the provisions of this Section 2, and (iii) each Eligible Demand Holder selling Registrable Securities pursuant to such registration pursuant shall be deemed to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithRight.

Priority in Requested Registrations. If a requested ----------------------------------- registration pursuant to this Section 4.2 1 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that exceeds the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, which can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Partyholders of a majority of the Registrable Securities requested to be included therein, then the Demand Party shall have the right to notify the Company that it has determined that will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, first all Priority Securities (as hereinafter defined) requested to be included (to the extent described in the last sentence of this clause (v)) and then pro rata among the --- ---- holders of Registrable Securities requesting inclusion therein in accordance with the number of shares securities requested to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw by each such registration statementholder; provided, howeverthat if, that if as a result of the -------- preceding clause or the last sentence of this clause (i) Holders v), the number of Registrable Securities other registered and sold on behalf of holders of Registrable Securities in any registration requested pursuant to this Section 1 is less than 80% of the Demand Party are participating in Registrable Securities as to which such holders requested registration pursuant to this Section 4.2(a) or (ii) the Company has included Top-Up Shares in 1, then such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares be deemed to be included or to abandon or withdraw such registrationa registration under Section 2 hereof and not under Section 1 hereof. To the extent that any of the holders listed on Schedule A (collectively, such other Holders or "Priority Holders") request ---------- ---------------- registration of any of the Companyshares of common stock held by them on the date hereof and identified on Schedule A (collectively, as the case may be"Priority ---------- -------- Securities")), shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant the Priority Securities shall, but only to the preceding sentence shall not extent the ---------- registration rights of such holders as in effect the date hereof so require, be counted as first included in the Demand Party’s proposed registration demand provided in Section 4.2(a)(ii) and prior to the Company shall pay all Registration Expenses in connection therewithinclusion of any Registrable Securities.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 Article 11 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to the Stockholder Representative) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) would exceeds the number which can be likely to have an adverse effect on the price, timing or distribution of the securities to be offered sold in such offering as contemplated by the Holders (an “Adverse Effect”), then within a price range reasonably acceptable to the Company shall and to the Stockholder Representative, the Company will include in such registration registration, to the extent of the number which the Company is so advised can be sold in such offering, (ai) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all the holders thereof requesting Other Holders such registration as provided in Section 2.1 on the basis of the relative amount number of all Other Securities such securities requested to be included in such registration by the holder or holders of Registrable Securities, and (ii) second, other securities of the Company included in such registration in any manner and amount selected by the Company; provided, however, if the proposed price range is not acceptable to the Stockholder Representative and the holders of Registrable Securities do not wish to sell any of their securities in the offering, but the Company wishes to proceed with the offering of the securities of the Company included in such registration. In , such registration shall not count as the event one-time registration that holders of Registrable Securities are entitled to under this Article II; and provided, however, that notwithstanding the allocation provisions of the first sentence of this Section 2.6, the managing underwriter advises the Company (with a copy to the Stockholder Representative) that, in its opinion, the number of Registrable Securities and Other Securities securities requested to be included in such registration by the holders of Registrable Securities is less than the number which, too large in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up proportion to the number of other securities that, in to be offered by the opinion Company and the holders of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold consent to a reduction in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares Registrable Securities to be included in the offering in order to permit the Company to sell the other securities offered by the Company, such registration shall be reduced to a number not count as the one-time registration that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders holders of Registrable Securities other than the Demand Party are participating in such registration pursuant entitled to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithunder Article II.

Priority in Requested Registrations. If the Managing Underwriter of a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter 5.1 advises the Company in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an a material adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “"Adverse Effect”"), then the Company shall include in such registration registration: (ai) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 Securities, if any (reduced, if necessary, pro rata in proportion to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser respective number of Registrable Securities as specified shares proposed to be included by the Demand Party) and each); (b) second, after inclusion of all the Registrable Securities proposed to be included in such registration by the Demand Party and the other Holders, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, of the amount of Other Equity Securities requested to be included by Other Holders the Company in such registrationregistration which, allocated pro rata among all requesting Other Holders on in the basis opinion of such Managing Underwriter, can be sold without having the relative amount of all Other material adverse effect referred to above, such Equity Securities requested to be included in such registration. In by the event that Company; and (c) third, after inclusion of all the number of Registrable Securities and Other Securities proposed to be included in such registration is less than by the number Demand Party and the other Holders and all the Equity Securities proposed to be included by the Company, to the extent of the amount of Equity Securities requested to be included by the other stockholders of the Company in such registration which, in the opinion of the managing underwritersuch Managing Underwriter, can be sold without having an Adverse Effectthe material adverse effect referred to above, such Equity Securities requested to be included by other stockholders of the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse EffectCompany. If the managing underwriter Managing Underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 5.1 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in statement and such requested and withdrawn registration shall not be deemed to have been effected pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith5.1(b)(i).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 4 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable SecuritiesShares) would be likely to have an adverse effect on exceeds the price, timing or distribution largest number of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities which can be sold in such offering without having an Adverse Effect; providedadverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) first, 100% of the Registrable Shares requested to be registered pursuant to Section 4(a) hereof (provided that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified Shares requested to be registered pursuant to Section 4(a) hereof exceeds the number which the Company has been advised 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 registration by the Demand Party) and Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares each such Holder has requested to be included in such registration); (bii) second, to the extent that the managing underwriter believes additional number of Registrable Shares requested to be registered pursuant to Section 4(a) hereof is less than the number of securities which the Company has been advised can be sold in the such offering without having an Adverse Effectthe adverse effect referred to above, such number of shares of equity securities the amount Company requests to be included in such registration; and (iii) third, to the extent that the number of Other Securities Registrable Shares requested to be included by Other Holders in such registrationregistration pursuant to Section 4(a) hereof and the securities which the Company proposes to sell for its own account are, in the aggregate, 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, such number of other securities proposed to be sold by any Other Holder which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above (provided that if the number of such securities of such Other Holder requested to be registered exceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such securities to be included in such registration pursuant to this Section 4(d) shall be allocated pro rata among all requesting such Other Holders on the basis of the relative amount number of all securities each such Other Securities Holder has requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 2(a) involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing that, in its opinionview, (1) the number of securities requested, pursuant to this Section 2(a), to be included in such registration (including securities of Common Shares which the Company proposes to include, whether or not for the sale for its own account, which are not Registrable Securities) would be likely to have an adverse effect on or (ii) the price, timing inclusion of some or distribution all of the securities Common Shares owned by other shareholders of the Company (including Registrable Securities proposed to be offered included by any Stockholder pursuant to Section 2(b)), in either case, exceeds the number which can be sold in such offering as contemplated by without having an adverse impact on such offering, including the Holders price at which such shares can be sold (an “Adverse Effect”the "Maximum Offering Size"), then the Company shall will include in such registration registration, in the priority listed below, up to the Maximum Offering Size (aA) first, 100% Registrable Securities requested, pursuant to this Section 2(a), to be included in such registration by the DLJ Entities and Xxxxx, as the case may be, (pro rata as between them based on the number of the Registrable Securities proposed to be so registered) and (B) second, Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities Company for its own account, by Xxxxx pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without 2(b) or by any other holder of Common Shares having an Adverse Effect; providedregistration rights, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence case of this clause paragraph (gB), pro rata among such lesser holders on the basis of the number of Registrable Securities requested to be so registered; provided that if, as specified by the Demand Party) and (b) second, a result of any reduction in Registrable Securities to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effectas contemplated by this Section 2(a)(iv), the amount Initiating Stockholder is entitled to sell pursuant to such registration less than 65% of Other the Registrable Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested pursuant to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse EffectSection 2(a), the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered request by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company Initiating Stockholder that it has determined that the number of shares to be included in initiated such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to not reduce the number of shares registrations available to be included the Initiating Stockholder pursuant to paragraph (A) or to abandon or withdraw such registration, such other Holders or the Company(B), as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith2(a)(i).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) would exceeds the number which can be likely to have an adverse effect on the price, timing or distribution of the securities to be offered sold in such offering as contemplated by the Holders (an “Adverse Effect”)offering, then the Company shall will include in such registration only (ai) first, 100% of the Registrable Securities of the Demand Party and other Holders requested to be included in such registration, (ii) if the New Investors are the Demand Party pursuant to a demand exercised under Section 2.3(c)(i), the Additional Ares Shares requested to be included in such registration by pursuant to Section 4.3(a) (the “Piggyback Ares Shares”) and (iii) if the New Investors are the Demand Party and all other Holders of Registrable Securities pursuant to this a demand exercised solely under Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g2.3(c)(ii), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities Additional Ares Shares requested to be included in such registrationregistration pursuant to Section 4.3(a) (the “Second Piggyback Ares Shares”). In the event that the number of Registrable Securities and Other Securities of the Holders requested to be included in such registration is less than exceeds the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Partysold, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares such Registrable Securities to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if allocated (i) first, 100% of the Registrable Securities of the Demand Party (which shall include all of the New Investors if the Demand Party is the New Investors) who requested the registration (and such Demand Party’s Permitted Transferees) propose to sell, (ii) second, pro rata among all such other requesting Holders on the basis of the relative number of shares of Registrable Securities other than and Piggyback Ares Shares then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the Demand Party are participating remaining requesting Holders in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(blike manner) and (iii) third, the Demand Party shall have exercised its right to reduce Second Piggyback Ares Shares. For the number avoidance of shares to be included or to abandon or withdraw such registrationdoubt, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.the

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 4 involves an underwritten offering and the managing underwriter advises underwriter(s) in good faith advise(s) the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable SecuritiesShares) would be likely to have an adverse effect on exceeds the price, timing or distribution largest number of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities which can be sold in such offering without having an Adverse Effect; providedadverse effect on such offering (including the price at which such securities can be sold), then the Company will include in such registration (i) first, 100% of the Registrable Shares requested to be registered pursuant to Section 4(a) hereof (provided that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by Shares requested to be registered pursuant to Section 4(a) hereof exceeds the Demand Party) and (b) second, to number which the extent the managing underwriter believes additional securities Company has been advised can be sold in the such offering without having an Adverse Effectthe adverse effect referred to above, the amount number of Other Securities requested such Registrable Shares to be included by Other Holders in such registration, registration by the Holders shall be allocated pro rata among all requesting Other such Holders on the basis of the relative amount number of all Other Securities Registrable Shares each such Holder has requested to be included in such registration. In ); (ii) second, to the event extent that the number of Registrable Securities Shares requested to be registered pursuant to Section 4(a) hereof is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of shares of equity securities the Company requests to be included in such registration, and Other Securities (iii) third, to the extent that the number of Registrable Shares requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration pursuant to Section 4(a) hereof and the securities which the Company proposes to sell up to for its own account are, in the aggregate, less than the number of equity securities that, in which the opinion of such managing underwriter, Company has been advised can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to without having the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.adverse effect

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 Article II involves an underwritten offering and the managing underwriter (in consultation with the underwriter appointed by the Majority Sellers pursuant to Section 2.8 below) advises the Company and the Holders in writing that, in its opinion, the number of securities requested to be included in such registration by all Holders, the Company and other holders (including securities of the Company which are not Registrable SecuritiesSecurities and which the holder thereof has the right to include in any such registration) would exceeds the largest number of securities which can be likely sold without reasonably expecting to have an adverse effect on such offering, including the priceprice at which such securities can be sold, timing or distribution the number of the such securities to be offered included in such offering as contemplated by the Holders (an “Adverse Effect”)registration shall be reduced to such extent, then and the Company shall include in such registration such maximum number of securities as follows: (a) first, 100% of all the Registrable Securities requested to be included in such registration by the Demand Party Holders, and if all other Holders of the Registrable Securities pursuant requested to this Section 4.2 (to be included in such registration by the extent Holders exceeds the number of securities that the managing underwriter believes that all such Registrable Securities Company has been advised can be sold in such offering without having an Adverse Effect; providedthe adverse effect referred to above, that if the managing underwriter does not so believe and aggregate of the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified requested to be included in such registration by the Demand Party) Holders shall be limited to such extent, and shall be allocated pro rata among the Holders on the basis of the relative number of such securities then held by each Holder; provided that any such amount thereby allocated to each Holder that exceeds such Holder's request shall be reallocated among the Holders in like manner, as applicable, (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities which the Holders have requested to be included in such registration is less than the number which, in of securities which the opinion of the managing underwriter, Company has been advised can be sold in such offering without having an Adverse Effectthe adverse effect referred to above, the Company may include in such registration all the securities which the Company proposes to sell up for its own account and (c) third, to the extent that the number of securities thatwhich the Holders have requested to be included in such registration and the number of securities which the Company proposes to sell for its own account is, in the opinion aggregate, less than the number of such managing underwriter, securities which the Company has been advised can be sold in such offering without having an Adverse Effectthe adverse effect referred to above, the number of securities requested to be included in such registration by all other holders thereof which number shall be limited to such extent, and, subject to any rights of such other holders, shall be allocated pro rata among all such holders on the basis of the relative number of such securities then held by each such holder; provided that any such amount thereby allocated to any such holder that exceeds such holder's request shall be reallocated among the remaining requesting holders in like manner. If any Holder advises the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities and other securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Partysuch Holder, then the Demand Party such Holder shall have the right to notify the Company that it has determined that the number exclude all or any portion of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of its Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such from registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 Article III involves an underwritten offering and the managing underwriter (in consultation with the underwriter appointed by the Majority Sellers pursuant to Section 3.7 below) advises the Company and the Holders in writing that, in its opinion, the number of securities requested to be included in such registration by all Holders, the Company and other holders (including securities of the Company which are not Registrable SecuritiesSecurities and which the holder thereof has the right to include in any such registration) would exceeds the largest number of securities which can be likely sold without reasonably expecting to have an adverse effect on such offering, including the priceprice at which such securities can be sold, timing or distribution the number of the such securities to be offered included in such offering as contemplated by the Holders (an “Adverse Effect”)registration shall be reduced tosuch extent, then and the Company shall include in such registration such maximum number of securities as follows: (a) first, 100% of all the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; providedHolders, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities which the Holders have requested to be included in such registration is less than the number which, in of securities which the opinion of the managing underwriter, Company has been advised can be sold in such offering without having an Adverse Effectthe adverse effect referred to above, the Company may include in such registration all the securities which the Company proposes to sell up for its own account and (c) third, to the extent that the number of securities thatwhich the Holders have requested to be included in such registration and the number of securities which the Company proposes to sell for its own account is, in the opinion aggregate, less than the number of such managing underwriter, securities which the Company has been advised can be sold in such offering without having an Adverse Effectthe adverse effect referred to above, the number of securities requested to be included in such registration by all other holders thereof which number shall be limited to such extent, and, subject to any rights of such other holders, shall be allocated pro rata among all such holders on the basis of the relative number of such securities then held by each such holder; provided that any such amount thereby allocated to any such holder that exceeds such holder’s request shall be reallocated among the remaining requesting holders in like manner. If any Holder advises the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities and other securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Partysuch Holder, then the Demand Party such Holder shall have the right to notify the Company that it has determined that the number exclude all or any portion of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of its Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such from registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 Demand Registration involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each Person requesting registration of Registrable Securities) that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that Registration exceeds the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, which can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand PartyDemanding Investor Group, then the Demand Party shall have the right to notify the Company that it has determined that will include in such Demand Registration to the extent of the number of shares which the Company is so advised can be sold in such offering such securities in the following order: (w) first, Registrable Securities which are proposed to be included in such registration shall be reduced to a by the Demanding Investor Group (pro rata among such members of such Investor Group on the basis of the number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities owned by the members of such Investor Group); (x) second Registrable Securities which are proposed to be included in such registration by the Investors (other than the Demand Party are participating Demanding Investor Group) pro rata among such Investors on the basis of the ratio which the amount of Registrable Securities requested to be included in such registration pursuant by each such Investor bears to Section 4.2(a) or (ii) the Company has total amount of Registrable Securities requested to be included Top-Up Shares in such registration pursuant to Section 4.2(bby all of such Investors (determined on a Fully Diluted Basis); (y) and the Demand Party shall have exercised its right to reduce the number of shares third all other Company Equity Securities requested to be included or in such registration by holders of Company Equity Securities on the date hereof with registration rights granted under the Stockholders Agreement exercising piggyback rights pro rata among such holders on the basis of the ratio which the amount of such Company Equity Securities requested to abandon or withdraw be included in such registration by each such holder thereof bears to the total amount of Company Equity Securities requested to be included in such registration by all of such holders; and (z) fourth, all other Company Equity Securities requested by other Persons to be included such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “"Adverse Effect”"), then the -------------- Company shall include in such registration (a) first, 100% of the Registrable ----- Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does they cannot so believe and the Demand Party does not exercise its right -------- set forth in the second succeeding sentence of this clause (gf), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities ------ can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested then held by each such Other Holder (provided, that any such amount thereby allocated to any such Other Holder that --------- exceeds such Other Holder's request shall be included reallocated among the remaining requesting Other Holders in such registrationlike manner). In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 1.1 involves an underwritten offering offering, and the managing or lead underwriter advises or underwriters shall advise the Selling Stockholders in writing (a copy of which shall be provided to the Company in writing by the Selling Stockholders) that, in its or their opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse EffectSelling Stockholders, the Company may include in such registration the securities the Company proposes to sell up to and any other Person exceeds the number of securities that, in the opinion of such managing underwriter, which can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand PartySelling Stockholders, then the Demand Party shall have the right to notify the Company that it has determined that shall include in such registration the number of shares securities that the Selling Stockholders are so advised can be sold in such offering, as follows: (i) (x) first, the Eligible Securities proposed to be included by the Selling Stockholders, (y) second, the securities requested to be included in such registration shall by the Company unless otherwise provided in an agreement between the Company and another Person or Persons, and (z) third, the securities of any other Person or Persons proposed to be reduced included in such registration, in accordance, as to a number that allows an offering the priorities among such other Persons, with the rights contained in the price range or that the registration statement be abandoned or withdrawn, in respective agreements into which event such Persons and the Company shall effect the reductionhave entered, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) at the Company has option of the Company, (x) first, the Eligible Securities proposed to be included Top-Up Shares by the Selling Stockholders and the securities requested to be included in such registration pursuant to Section 4.2(b) and by the Demand Party shall have exercised its right to reduce Company, each pro rata in accordance with the number of shares Eligible Securities proposed to be included by the Selling Stockholders and the number of securities so proposed to be included by the Company, respectively, and (y) second, the securities of any other Person or Persons proposed to abandon or withdraw be included in such registration, in accordance, as to the priorities among such other Holders or Persons, with the Companyrights contained in the respective agreements into which such Persons and the Company have entered, as provided, if the case may beCompany selects the option set forth in clause (ii), shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as count toward the Demand Party’s registration demand maximum number of registrations provided in Section 4.2(a)(ii1.1(a)(ii) if due to the Company's participation on a pro rata basis with the Selling Stockholders, the managing or lead underwriter or underwriters determines in its good faith judgment that the number of securities requested to be included in such registration by the Selling Stockholders and the Company shall pay all Registration Expenses exceeds the number which can be sold in connection therewithsuch offering within a price range acceptable to the Selling Stockholders.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this Section 4.2 2.1 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of Registrable Securities and other securities of the Company held by any other party requested to be included in such registration exceeds the number which can be sold in (including securities of or during the Company which are not Registrable Securitiestime of) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated within a price range acceptable to the holders of a majority (by the Holders (an “Adverse Effect”), then the Company shall include in such registration (anumber of shares) first, 100% of the Registrable Securities requested to be included in such registration, the Company will include in such registration all Registrable Securities requested to be included in such registration (unless the provisions of the following sentence apply) and will include in such registration other securities of the Company (including any securities proposed to be issued and sold by the Demand Party and all Company) held by any other Holders of Registrable Securities pursuant to this Section 4.2 (party only to the extent that the managing underwriter believes that all such Registrable Securities number of shares which the Company is advised can be so sold in (or during the time of) such offering without having an Adverse Effect; provided, that if exceeds the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) to be included in such registration. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and (b) second, to the extent the managing underwriter believes additional securities can be sold shall advise the Company in the offering without having an Adverse Effectwriting (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the amount number of Other Registrable Securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering within a price range acceptable to the holders of a majority (by Other Holders number of shares) of the Registrable Securities requested to be included in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Company will include in such registration only Registrable Securities requested to be included in such registration. In the event that the number of such event, such Registrable Securities and Other Securities to will be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up only to the number extent of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares which the Company is advised can be so sold in (or during the time of) such offering; the Registrable Securities to be included in such registration shall be reduced to a number that allows an offering in taken up pro rata from the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders holders of Registrable Securities other than the Demand Party are participating in requesting such registration pursuant to Section 4.2(a) or (ii) on the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and basis of the Demand Party shall have exercised its right to reduce the number percentage of shares Registrable Securities requested to be included or to abandon or withdraw in such registration, such ; and all shares proposed to be sold by the Company or any other Holders or the Company, as the case may be, party shall be permitted to proceed with deleted from such registration and its offering prior to effecting any reduction of shares thereunder. Any registration attempted to be withdrawn Registrable Securities by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithholders thereof under this paragraph (b).

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) would exceeds the number which can be likely to have an adverse effect on the price, timing or distribution of the securities to be offered sold in such offering as contemplated by the Holders (an “Adverse Effect”)offering, then the Company shall will include in such registration only (ai) first, 100% of the Registrable Securities of the Demand Party and other Holders requested to be included in such registration, (ii) if the New Investors are the Demand Party pursuant to a demand exercised under Section 2.3(c)(i), the Additional Ares Shares requested to be included in such registration by pursuant to Section 4.3(a) (the “Piggyback Ares Shares”) and (iii) if the New Investors are the Demand Party and all other Holders of Registrable Securities pursuant to this a demand exercised solely under Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g2.3(c)(ii), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities Additional Ares Shares requested to be included in such registrationregistration pursuant to Section 4.3(a) (the “Second Piggyback Ares Shares”). In the event that the number of Registrable Securities of the Holders requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be sold, the number of such Registrable Securities to be included in such registration shall be allocated (i) first, 100% of the Registrable Securities of the Demand Party (which shall include all of the New Investors if the Demand Party is the New Investors) who requested the registration (and Other such Demand Party’s Permitted Transferees) propose to sell, (ii) second, pro rata among all such other requesting Holders on the basis of the relative number of shares of Registrable Securities and Piggyback Ares Shares then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iii) third, the Second Piggyback Ares Shares. For the avoidance of doubt, the Additional Ares Shares shall not, in any case, be included in clause (i) of the preceding sentence. In the event that the number of Registrable Securities, Piggyback Ares Shares and Second Piggyback Ares Shares requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effectsold, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing the underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewithsold.

Priority in Requested Registrations. If a requested ----------------------------------- registration pursuant to this Section 4.2 2 involves an underwritten offering and the managing underwriter advises the Company and the Holders in writing that, in its opinion, the number of securities requested to be included in such registration by all other holders (including securities of the Company which are not Registrable SecuritiesSecurities and which the holder thereof has the right to include in any such registration) would exceeds the largest number of securities which can be likely sold without reasonably expecting to have an adverse effect on such offering, including the priceprice at which such securities can be sold, timing or distribution the number of the such securities to be offered included in such offering as contemplated by the Holders (an “Adverse Effect”)registration shall be reduced to such extent, then and the Company shall include in such registration such maximum number of securities as follows: (ai) first, 100% of all the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 Holders, (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (bii) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities which the Holders have requested to be included in such registration is less than the number which, in of equity securities which the opinion of the managing underwriter, Company has been advised can be sold in such offering without having an Adverse Effectthe adverse effect referred to above, the Company may include in such registration all the securities which the Company proposes to sell up for its own account, and (iii) third, to the extent that the number of securities thatwhich the Holders have requested to be included in such registration and the number of equity securities which the Company proposes to sell for its own account is, in the opinion aggregate, less than the number of such managing underwriter, securities which the Company has been advised can be sold in such offering without having an Adverse Effectthe adverse effect referred to above, the number of securities requested to be included in such registration by all other holders thereof pursuant to this Section 2 shall be limited to such extent, and, subject to any rights of such other holders, shall be allocated pro rata among all such holders on the basis of the relative number of such securities then held by each such holder; provided that any such amount thereby allocated to any such holder that exceeds such holder's request shall be reallocated among the remaining requesting holders in like manner. If any Holder advises the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities and other securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Partysuch Holder, then the Demand Party such Holder shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of exclude its Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such from registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “"Adverse Effect”"), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does they cannot so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (gf), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested then held by each such Other Holder (provided, that any such amount thereby allocated to any such Other Holder that exceeds such Other Holder's request shall be included reallocated among the remaining requesting Other Holders in such registrationlike manner). In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 4 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (including on the price and timing at which the Demand Party proposes to sell such securities (an “"Adverse Effect”"), then the Company shall will include in such registration (ai) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 4 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g)they cannot, such lesser number of Registrable Securities as specified by the Demand Party) and (bii) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested then held by each such Other Holder (provided, that any such amount thereby allocated to any such Other Holder that exceeds such Other Holder's request shall be included reallocated among the remaining requesting Other Holders in such registrationlike manner). In the event that the number of Registrable Securities and Other Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse Effect, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of such managing the underwriter, can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the number of shares to be included in such registration shall be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating in such registration pursuant to Section 4.2(a) or (ii) the Company has included Top-Up Shares in such registration pursuant to Section 4.2(b) and the Demand Party shall have exercised its right to reduce the number of shares to be included or to abandon or withdraw such registration, such other Holders or the Company, as the case may be, shall be permitted to proceed with such registration and its offering of shares thereunder. Any registration attempted to be withdrawn by a Demand Party pursuant to the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and the Company shall pay all Registration Expenses in connection therewith.

Priority in Requested Registrations. If a requested registration pursuant to this Section 4.2 1.1 involves an underwritten offering offering, and the managing or lead underwriter advises or underwriters advise the Requesting Holders in writing (a copy of which shall be provided to the Company in writing by the Requesting Holders) that, in its or their opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders (an “Adverse Effect”), then the Company shall include in such registration (a) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other Holders of Registrable Securities pursuant to this Section 4.2 (to the extent that the managing underwriter believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided, that if the managing underwriter does not so believe and the Demand Party does not exercise its right set forth in the second succeeding sentence of this clause (g), such lesser number of Registrable Securities as specified by the Demand Party) and (b) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities requested to be included in such registration. In the event that the number of Registrable Securities and Other Securities to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold without having an Adverse EffectRequesting Holders, the Company may include in such registration the securities the Company proposes to sell up to and any other Person exceeds the number of securities that, in the opinion of such managing underwriter, that can be sold without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advise the Holders participating in a registration pursuant to this Section 4.2 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range reasonably acceptable to the Demand PartyRequesting Holders, then the Demand Party shall have the right to notify the Company that it has determined that shall include in such registration the number of shares securities that the Requesting Holders are so advised can be sold in such offering, at the option of the Company, either: (i) (x) first, the Registrable Securities proposed to be included by the Requesting Holders, (y) second, the securities requested to be included in such registration shall by the Company, (z) third, the securities of any other Person or Persons proposed to be reduced to a number that allows an offering in the price range or that the registration statement be abandoned or withdrawn, in which event the Company shall effect the reduction, or abandon or withdraw such registration statement; provided, however, that if (i) Holders of Registrable Securities other than the Demand Party are participating included in such registration pursuant to Section 4.2(a) registration; or (ii) (x) first, the Company has Registrable Securities proposed to be included Top-Up Shares by the Requesting Holders and the securities requested to be included in such registration pursuant to Section 4.2(b) and by the Demand Party shall have exercised its right to reduce Company, each pro rata in accordance with the number of shares Registrable Securities proposed to be included or by the Requesting Holders and the number of securities so proposed to abandon or withdraw such registration, such other Holders or be included by the Company, as respectively, and (y) second, the case may be, shall be permitted to proceed with such registration and its offering securities of shares thereunder. Any registration attempted any other Person or Persons proposed to be withdrawn by a Demand Party pursuant to included in such registration. If the Company selects the option set forth in clause (ii) of the preceding sentence shall not be counted as the Demand Party’s registration demand provided in Section 4.2(a)(ii) and sentence, the Company shall pay all the fees and expenses of counsel to the Requesting Holders (in addition to Registration Expenses in connection therewithExpenses) if, due to the Company's participation on a pro rata basis with the Requesting Holders, more than one-half of the Registrable Securities requested by the Requesting Holders for such registration are not registered.