Common use of Priority in Requested Registrations Clause in Contracts

Priority in Requested Registrations. If a requested registration pursuant to this Section 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 pro rata among all such 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, 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 the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 5.2 involves an underwritten offering and the managing underwriter advises the Company LWN in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company LWN which are not Registrable Securities) exceeds the largest number of securities which can be sold in such offering, the Company LWN will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 pro rata among all such 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 '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, the Company LWN may include in such registration the securities the Company LWN proposes to sell up to the number of securities that, in the opinion of the managing underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 pro rata among all such 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 '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, 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 the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 pro rata among all such 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 '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, 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 the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter advises the Company Registrant in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company Registrant which are not Registrable Securities ("Additional Securities")) exceeds the number which can be sold in such offering, the Company Registrant will include in such registration only (i) first, 100% of the Registrable Securities of the Holders requested to be included in such registrationregistration and (ii) second, such Additional Securities, if any, which, in the opinion of such managing underwriter, can also be sold in such offering. In the event that If 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 pro rata among all such 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 's request shall be reallocated among the remaining requesting Holders in like manner). In the event that If the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company Registrant may include in such registration the securities the Company Registrant proposes to sell up to the number of securities that, in the opinion of the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 11.2 involves an underwritten offering and the managing underwriter advises the Company Genesis in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company Genesis which are not Registrable Securities) exceeds the largest number of securities which can be sold in such offering, the Company Genesis will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 26 of such Registrable Securities to be included in such registration shall be allocated pro rata (in the case of securities other than common stock of Genesis, based on the number of shares of common stock then issuable upon exercise or conversion thereof) among all such requesting Holders on the basis of the relative number of shares of Registrable Securities (in the case of securities other than common stock of Genesis, based on the number of shares of common stock then issuable upon exercise or conversion thereof) then held by each such Holder (provided Holder; provided, that any shares securities thereby allocated to any such Holder that exceed such Holder’s 's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of 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, the Company Genesis may include in such registration the securities the Company proposes Genesis or other Persons propose to sell up to the number of securities that, in the opinion of the managing underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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 requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, offering within a price range acceptable to the Company will include in such registration only the Registrable Securities Holders of more than 50% of the Holders requested to be included in such registration. 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 pro rata among all such 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 registration, then the number which, in the opinion of the managing underwriter, can Registrable Securities requested to be sold, the Company may include in such registration the securities the Company proposes registered pursuant to sell up this Section 2.1 shall be reduced to the number of Registrable Securities which the Company is so advised can be sold in (or during the time of) such offering by decreasing the 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 thatrequested to be registered by such Series A Persons in such registration without reduction prior to the inclusion of any Registrable Securities requested to be registered hereunder, or (ii) the rights of Series B Persons, Series C Persons, Series D Persons, Series E Persons, and Warrant Purchasers requesting registration to include securities in such registration on a pro rata basis with the Registrable Securities of Holders hereunder in the opinion of the underwriter, can be soldsame manner as described in Section 2.1(c) hereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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) exceeds the number which can be sold in such offering, offering within a price range acceptable to the Company will include in such registration only the Registrable Securities holders of a majority of the Holders requested to be included in such registration. 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 pro rata among all such 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 soldregistration, the Company may will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first, Registrable Securities - requested to be included in such registration 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 included by such holders, (ii) second, Common Stock the Company proposes to 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 holders thereof. Notwithstanding the foregoing, in connection with any requested registration pursuant to this section 2.1, the Company shall in all events be entitled to register and sell up to 25% of the total number of securities thatshares of Common Stock to be registered; provided, that if the Company registers and sells in the opinion excess of 33.3% -------- of the underwritertotal number of shares of Common Stock to be registered, can the request for registration pursuant to this section 2.1 shall not be solddeemed to have been effected.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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) exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the successful marketing of such offering (including the price at which such securities can be sold pursuant thereto), the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 soldsold 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 such 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 '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 soldsold without having the 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 the underwriter, can be sold.sold without having the adverse effect referred to above. 33 29

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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 requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, offering within a price range acceptable to the Company will include in such registration only the Registrable Securities Holders of more than 50% of the Holders requested to be included in such registration. 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 pro rata among all such 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 registration, then the number which, in the opinion of the managing underwriter, can Registrable Securities requested to be sold, the Company may include in such registration the securities the Company proposes registered pursuant to sell up this Section 2.1 shall be reduced to the number of Registrable Securities which the Company is so advised can be sold in (or during the time of) such offering by decreasing the 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 thatrequested to be registered by such Series A Persons in such registration without reduction prior to the inclusion of any Registrable Securities requested to be registered hereunder, or (ii) the rights of Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, and Warrant Purchasers requesting registration to include securities in such registration on a pro rata basis with the Registrable Securities of Holders hereunder in the opinion of the underwriter, can be soldsame manner as described in Section 2.1(c) hereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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 requested to be included in such registration (including securities of the Company which are not Registrable Securities) Demand Registration exceeds the number which can be sold in such offeringoffering within a price range acceptable to the Purchasers, the Company will include in such registration only Demand Registration to the extent of the number which the Company is so advised can be sold in such offering such securities in the following order: (A) FIRST, all Equity Securities (including any Registrable Securities of the Holders requested which are proposed to be included in such registration. In registration by the event that the number of Registrable Securities of the Holders Purchasers) requested to be included in such registration exceeds by holders of Equity Securities on the number whichdate hereof with registration rights, in the opinion of PRO RATA among such managing underwriter, can be sold, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all such requesting Holders holders on the basis of the relative number ratio which the amount 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 Equity Securities requested to be included in such registration is less than by each such holder thereof bears to the number which, in the opinion total amount of the managing underwriter, can Equity Securities requested to be sold, the Company may include included in such registration the securities the Company proposes by all of such holders; and (B) SECOND, all other Equity Securities requested by other Persons to sell up to the number of securities that, in the opinion of the underwriter, can be soldincluded such registration.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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) exceeds the number which that can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. In the event that the number of Registrable Securities of the Holders requested to be included in such registration exceeds the number whichthat, 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 pro rata among all such 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 '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 whichthat, in the opinion of the managing underwriter, can be sold, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 Article II 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) exceeds the number which can be sold in such offering, offering within a price range reasonably acceptable to the Company will include in such registration only and to the Registrable Securities holders of a majority (by number of shares) of the Holders requested to be included in such registration. 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 pro rata among all such 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 soldregistration, the Company may will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first, the securities which have been requested to be included in such registration by the holders of Registrable Securities (other than holders of Registrable Securities issued or issuable upon conversion of Piggyback Stock) pursuant to this Agreement (pro rata based on the amount of securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the holders of Registrable Securities have been excluded from such registration, the securities of other Persons (including holders of Registrable Securities issued or issuable upon conversion of Piggyback Stock) entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to sell up to the number of securities that, in the opinion of the underwriter, can be soldregister.

Priority in Requested Registrations. If a requested registration pursuant to this Section 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. In the event that the number of Registrable Securities of the Holders Demand Party 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 pro rata among all such 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, 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 the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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 requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, offering within a price range acceptable to the Company will include in such registration only the Registrable Securities Holders of more than 50% of the Holders requested to be included in such registration. 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 pro rata among all such 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 registration, then the number which, in the opinion of the managing underwriter, can Registrable Securities requested to be sold, the Company may include in such registration the securities the Company proposes registered pursuant to sell up this Section 2.1 shall be reduced to the number of Registrable Securities which the Company is so advised can be sold in (or during the time of) such offering by decreasing the 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 thatrequested to be registered by such Series A Persons in such registration without reduction prior to the inclusion of any Registrable Securities requested to be registered hereunder, or (ii) the rights of Series B Persons, Series C Persons, Series D Persons, Series F Persons, and Series G Persons requesting registration to include securities in such registration on a pro rata basis with the Registrable Securities of Holders hereunder in the opinion of the underwriter, can be soldsame manner as described in Section 2.1(c) hereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section 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) exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering, then the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. In the event that the number of Registrable Securities shares of the Holders Common Stock requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be soldsold without having the adverse effect referred to above, the which number of such Registrable Securities to be included in such registration shall be allocated pro rata among all such requesting Holders holders of Registrable Securities and requesting holders of Common Stock who have piggyback registration rights pursuant to an Other Registration Rights Agreement 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)holder. In the event that the number of Registrable Securities entitled to registration rights with respect to such Common Stock requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration the securities the Company it proposes to sell for its own account up to the number of securities that, in the opinion of the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 1.1 involves an underwritten offering Offering, and the managing underwriter or agent advises the Company in writing (an "Underwriter's Letter"), 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 Offering (including securities of the Company which are not Registrable Securities) exceeds the number which can may reasonably be expected to be sold in such offering, Offering within a price range that such managing underwriter or agent believes is acceptable to the Company will include in such registration only holders of a majority of the Registrable Securities of the Holders requested (other than Additional Registrable Shares, if any) to be included in such registration. In Offering (such Underwriter's Letter to state the event that basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect, the "Marketable Amount"), then the Company may, upon written notice to all holders of such Registrable Securities, reduce 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 pro rata among all such requesting Holders on Offering to the basis number equal to the Marketable Amount in the following order of priority: (i) first, the securities 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 Company which are proposed to be included in such registration is less than the number whichOffering which are not Registrable Securities, in the opinion of the managing underwriter, can be sold, the Company may include in such registration then (ii) the securities the Company proposes to sell up which are proposed to be included in such Offerings; then (iii) pro rata among the holders of Registrable Securities requesting such registration on the basis of the number of such securities that, in requested to be included by such holders. No Registrable Securities or any other securities excluded from the opinion underwriting by reason of the underwriter, can 's marketing limitation shall be soldincluded in such registration.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 section 9.1 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing that, (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) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the Initiating Holders, the Company will include in any such registration only to the Registrable Securities extent of the Holders requested to number which the Company is so advised can be included sold in such registration. In the event that the number of Registrable Securities of the Holders requested to be included in such registration exceeds the number whichoffering (i) first, 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 pro rata among all such 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 by the number whichInitiating Holders, in the opinion of the managing underwriter, can together with securities requested to be sold, the Company may include included in such registration pursuant to the Prior Agreement (to the extent the Prior Agreement requires inclusion therein on a first priority basis), pro rata among the holders of such securities on the Company proposes to sell up to basis of the number of shares of such securities thatrequested to be included by such holders, (ii) second, other Registrable Securities requested to be included in such registration, pro rata among the holders thereof requesting such registration on the basis of the number of shares of such securities requested to be included by such holders, and (iii) third, other securities of the Company proposed to be included in such registration, in 18 22 accordance with the opinion priorities, if any, then existing among the Company and the holders of the underwriter, can be soldsuch other securities.

Priority in Requested Registrations. If a requested registration pursuant to this Section 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) exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering, then the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. In the event that the number of shares 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 soldsold without having the adverse effect referred to above, the which number of such Registrable Securities to be included in such registration shall be allocated pro rata among all such requesting Holders of Registrable Securities 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 entitled to registration rights with respect to such 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, the Company may include in such registration the securities the Company it proposes to sell for its own account up to the number of securities that, in the opinion of the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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 or other Persons which are not Registrable Securities) exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the successful marketing of such offering (including the price at which such securities can be sold), the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 soldsold 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 such 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 '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 soldsold without having the adverse effect referred to above, the Company may include in such registration the securities the Company (or any other stockholder) proposes to sell up to the number of securities that, in the opinion of the underwriter, can be soldsold without having the adverse effect referred to above.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 2.1 involves an underwritten offering offering, the Company shall not be required to register any Registrable Securities held by holders of UPC Common Stock other than the Selling Holders unless such holders of UPC Common Stock accept the terms of the underwriting agreement and then, only in such quantity as shall not, in the written opinion of the managing underwriter advises Underwriter(s), exceed the maximum number of shares of UPC Common Stock that can be marketed, within a price range acceptable to the Selling Holders, without materially adversely affecting the offering by the Selling Holders. If the managing Underwriter(s) advise the Company in writing that, (with a copy to the Selling Holders) that in its opinion, good faith opinion the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering without having a materially adverse affect on the success of such offering, then the Company will shall be required to include in such registration only the maximum number of shares that the Underwriter(s) advises can be sold, allocated (x) first to the Registrable Securities of the Holders requested to be included in such registration. In the event that the number of Registrable Securities of the Holders Shares requested to be included in such registration exceeds by the number whichSelling Holders (y) second, 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 pro rata among all such 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 securities the Company proposes to sell, and (z) third, 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 by any other holders of UPC Common Stock, pro rata among such other holders on the number which, in the opinion basis of the managing underwriter, can be sold, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, UPC Common Stock each such holder requests to be included in the opinion registration or on the basis established in any agreement between the Company and such holders of the underwriter, can be soldUPC Common Stock.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 11.2 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 pro rata among all such 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 '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, 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 the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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 requested to be included in such such, registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, offering within a price range acceptable to the Company will include in such registration only the Registrable Securities Holders of more than 50% of the Holders requested to be included in such registration. 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 pro rata among all such 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 registration, then the number which, in the opinion of the managing underwriter, can Registrable Securities requested to be sold, the Company may include in such registration the securities the Company proposes registered pursuant to sell up this Section 2.1 shall be reduced to the number of Registrable Securities which the Company is so advised can be sold in (or during the time of) such offering by decreasing the 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 thatrequested to be registered by such Series A Persons in such registration without reduction prior to the inclusion of any Registrable Securities requested to be registered hereunder, or (ii) the rights of Series B Persons and Series C Persons requesting registration to include securities in such registration on a pro rata basis with the Registrable Securities of Holders hereunder in the opinion of the underwriter, can be soldsame manner as described in Section 2.1(c) hereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 pro rata among all such 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, 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 the underwriter, can be sold.

Priority in Requested Registrations. If the managing underwriter for a requested registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter advises the Company shall advise Holdings 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. In the event that the number of Registrable Securities of the Holders requested to be included in such registration exceeds the number which, that can be sold in an orderly manner in such offering within a price range acceptable to Stockholders who are the regis tered holders of Holdings Common Stock representing (assuming the conversion of all Non-Voting Shares into Shares) in the opinion of such managing underwriteraggregate at least the Requisite Share Number, can be sold, then the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all Stockholders requesting that Registrable Securities be included in such requesting Holders registration on the basis of the relative number of shares of such 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 Stockholder has requested to be included in such registration is less than the number whichregistration. If, in the opinion as a result of the managing underwriterproration provisions of this Section 3(f), can any Stockholder shall not be soldentitled to include all Registrable Securities in a registration that such Stockholder has requested be included, the Company such Stockholder may elect to withdraw his request to include Registrable Securities in such registration the securities the Company proposes (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 sell up to the number of securities that, include Registrable Securities in the opinion of the underwriter, can be soldregistration as to which such Withdrawal Election was made.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter advises the Company Sunstone in writing that, in its opinion, the number of securities shares of Common Stock requested to be included in such registration (including securities of the Company Sunstone which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company Sunstone will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 pro rata among all such requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (Holder; provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request shall be reallocated among the remaining requesting Holders in like manner; provided, further that if any such exclusion causes less than 90% of the number of shares of Registrable Securities as to which registration was requested by the Holders to be registered, such registration shall not constitute a request for registration under Section 3(b). 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 101 be sold, the Company Sunstone may include in such registration the securities the Company proposes to sell up to the number of securities shares of Common Stock that, in the opinion of the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Demand Party and other Holders requested to be included in such registration. 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 securities the Demand Party who requested the registration (and such Demand Party’s Permitted Transferees) propose to sell and (ii) second, pro rata among all such other 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, 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 the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 pro rata among all such 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 '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, the Company and the other holders who may have piggyback registration rights, may include in such registration the securities the Company proposes they propose to sell up to the number of securities that, in the opinion of the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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 requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, offering within a price range acceptable to the Company will include in such registration only the Registrable Securities Holders of more than 50% of the Holders requested to be included in such registration. 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 pro rata among all such 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 registration, then the number which, in the opinion of the managing underwriter, can Registrable Securities requested to be sold, the Company may include in such registration the securities the Company proposes registered pursuant to sell up this Section 2.1 shall be reduced to the number of Registrable Securities which the Company is so advised can be sold in (or during the time of) such offering by decreasing the 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 thatrequested to be registered by such Series A Persons in such registration without reduction prior to the inclusion of any Registrable Securities requested to be registered hereunder, or (ii) the rights of Series B Persons, Series C Persons and Series D Persons requesting registration to include securities in such registration on a pro rata basis with the Registrable Securities of Holders hereunder in the opinion of the underwriter, can be soldsame manner as described in Section 2.1(c) hereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 2 involves an underwritten offering by Del Monte and the managing underwriter with respect to such underwritten offering advises the Company in writing Del Monte that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company Del Monte or other Persons which are not Registrable Securities) exceeds the largest number of securities which can be sold in such offeringoffering without a reasonable likelihood of adversely affecting the price, timing or distribution of the Company securities being offered, then Del Monte will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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(i) first, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all such 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 maximum number of Registrable Securities requested to be included in such registration is less than by the number Holders which, in the opinion of the managing underwriter's opinion, can be sold, pro rata based on the Company may include in number of Registrable Securities requested to be included by such registration the securities the Company proposes to sell up to Holders, until all of such Registrable Securities have been registered, (ii) second, the number of securities thatrequested to be included in such registration by the holders of securities of Del Monte pursuant to Section 3 hereof or pursuant to any incidental or piggyback registration rights included in another agreement which, in the opinion of the underwriter's opinion, can be sold, pro rata based on the number of securities requested to be included by such holders and (iii) third, the maximum number of securities requested to be included in such registration by Del Monte which, in the underwriter's opinion, can be sold without having such an adverse effect.

Priority in Requested Registrations. If a requested registration pursuant to this Section 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of requested by the Holders requested Demand Party to be included in such registration. In the event that the number of Registrable Securities of the Holders Demand Party 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 pro rata among all such 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, 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 the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 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) exceeds the number which can be sold in such offeringoffering without having an adverse effect, the Company will include in such registration only the Registrable Securities and securities of the same Class held by Other Holders 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 such 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 '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, 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 the underwriter, can be soldsold without having an adverse effect.

Priority in Requested Registrations. If a ----------------------------------- requested registration pursuant to this Section 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 pro rata among all such 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 '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, 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 the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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 requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, offering within a price range acceptable to the Company will include in such registration only the Registrable Securities Holders of more than 50% of the Holders requested to be included in such registration. 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 pro rata among all such 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 registration, then the number which, in the opinion of the managing underwriter, can Registrable Securities requested to be sold, the Company may include in such registration the securities the Company proposes registered pursuant to sell up this Section 2.1 shall be reduced to the number of Registrable Securities which the Company is so advised can be sold in (or during the time of) such offering by decreasing the 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 thatrequested to be registered by such Series A Persons in such registration without reduction prior to the inclusion of any Registrable Securities requested to be registered hereunder, or (ii) the rights of Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, Series G Persons, and Series E Warrant Purchasers requesting registration to include securities in such registration on a pro rata basis with the Registrable Securities of Holders hereunder in the opinion of the underwriter, can be soldsame manner as described in Section 2.1(c) hereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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 requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, offering within a price range acceptable to the Company will include in such registration only the Registrable Securities Holders of more than 50% of the Holders requested to be included in such registration. 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 pro rata among all such 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 registration, then the number which, in the opinion of the managing underwriter, can Registrable Securities requested to be sold, the Company may include in such registration the securities the Company proposes registered pursuant to sell up this Section 2.1 shall be reduced to the number of Registrable Securities which the Company is so advised can be sold in (or during the time of) such offering by decreasing the 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 thatrequested to be registered by such Series A Persons in such registration without reduction prior to the inclusion of any Registrable Securities requested to be registered hereunder, or (ii) the rights of Series B Persons, Series C Persons, Series D Persons, Series E Persons, Series F Persons, and Warrant Purchasers requesting registration to include securities in such registration on a pro rata basis with the Registrable Securities of Holders hereunder in the opinion of the underwriter, can be soldsame manner as described in Section 2.1(c) hereof.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in such registration only registration, to the Registrable Securities extent of the Holders requested to number which the Company is so advised can be included sold in such registration. In the event that the number of Registrable Securities of the Holders requested to be included in such registration exceeds the number whichoffering, in the opinion of such managing underwriter(i) first, can be sold, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all such 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 by any member of the Investor Group which is less than a holder of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number whichof such securities then beneficially owned by such holders, in the opinion of the managing underwriter(ii) second, can Registrable Securities requested to be sold, the Company may include included in such registration 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 be included by such holders and (iii) third, subject to section 2.1(a) hereof, securities the Company proposes to sell up to the number of and other securities that, in the opinion of the underwriter, can be soldCompany included in such registration by other holders who may have "piggyback" or incidental registration rights.

Priority in Requested Registrations. If a the requested registration Full Demand Registration pursuant to this Section 3 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) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in such registration only to the extent of the number which the Company is so advised can be sold in such offering, FIRST, such Registrable Securities of the Holders requested to be included in such registration. In the event that the number of Registrable Securities of the Holders requested to be included in such registration exceeds and held by a holder making the number whichFull Demand Request under this Section 2.1 (a "REQUESTING HOLDER"), 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 pro rata among all such requesting the 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 by such Requesting Holders, and SECOND, such other Registrable Securities requested to be included in such registration, allocated pro rata among the holders thereof requesting such registration is less than on the number which, in the opinion basis of the managing underwriternumbers of such Registrable Securities requested to be included by such holders. In connection with any registration as to which the provisions of this clause (g) apply, can no securities other than Registrable Securities shall be sold, the Company may include in covered by such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of the underwriter, can be soldregistrations.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 Article III 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) exceeds would be likely to have an adverse effect on the number which can price, timing or distribution of the securities to be sold offered in such offeringoffering as contemplated by the Holders, then the Company will shall include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 soldsold 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 such requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided PROVIDED, that any shares thereby allocated to any such Holder that exceed such Holder’s 's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of 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, 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 the such managing underwriter, can be soldsold without having the adverse effect referred to above.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 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) exceeds the number which can be sold in such offeringoffering without causing a price reduction that would be below a price range reasonbly acceptable to the holders of [66-2/3%] or more of the Registrable Securities requested to be included in such registration, the Company will include in such registration only registration, to the Registrable Securities extent of the Holders requested to number which the Company is so advised can be included sold in such registration. In the event that the number of Registrable Securities of the Holders requested to be included in such registration exceeds the number whichoffering, 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 pro rata among all such 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 and Common Stock requested to be sold, the Company may include included in such registration the securities the Company proposes pursuant to sell up to the number of securities that, in the opinion [Section 2.2(a)] of the underwriterPrudential Registration Rights Agreement, can allocated pro rata among the holders thereof requesting such registration on the basis of the numbers of such Registrable Securities or such Common Stock requested to be soldincluded by such holders. In connection with any registration as to which the provisions of this clause (g) apply, no securities other than Registrable Securities and Common Stock requested to be included in such registration pursuant to [Section 2.2(a)] of the Prudential Registration Rights Agreement shall be covered by such registrations.

Priority in Requested Registrations. If a requested -------------------------------------- registration pursuant to this Section 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 pro rata among all such 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 '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, 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 the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter advises the Company Sunstone in writing that, in its opinion, the number of securities shares of Common Stock requested to be included in such registration (including securities of the Company Sunstone which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company Sunstone will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 pro rata among all such requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (Holder; provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request shall be reallocated among the remaining requesting Holders in like manner; provided, further that if any such exclusion causes less than 90% of the number of shares of Registrable Securities as to which registration was requested by the Holders to be registered, such registration shall not constitute a request for registration under Section 3(b). 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, the Company Sunstone may include in such registration the securities the Company proposes to sell up to the number of securities shares of Common Stock that, in the opinion of the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders Demand Party requested to be included in such registration. In the event that the number of Registrable Securities of the Holders Demand Party 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 pro rata among all such 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 '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, 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 the underwriter, can be sold.

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter advises the Company Sunstone in writing that, in its opinion, the number of securities shares of Common Stock requested to be included in such registration (including securities of the Company Sunstone which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company Sunstone will include in such registration only the Registrable Securities of the Holders requested to be included in such registration. 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 pro rata among all such requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (Holder; provided that any shares thereby allocated to any such Holder that exceed such Holder’s 's request shall be reallocated among the remaining requesting Holders in like manner; provided, further that if any such exclusion causes less than 90% of the number of shares of Registrable Securities as to which registration was requested by the Holders to be registered, such registration shall not constitute a request for registration under Section 3(b). 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, 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 the underwriter, can be sold.can

Priority in Requested Registrations. If a requested registration pursuant to this Section 3 2.1 involves an underwritten offering offering, and the managing underwriter advises shall advise the Company in writing 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) exceeds the number which can be sold in such offeringoffering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in such registration only registration, to the Registrable Securities extent of the Holders requested to number which the Company is so advised can be included sold in such registration. In the event that the number of Registrable Securities of the Holders requested to be included in such registration exceeds the number whichoffering, in the opinion of such managing underwriter(i) first, can be sold, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all such 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 by the holder or holders of Registrable Securities, and the holder or Holders of any other similar registration rights which hold shares of capital stock of the Company that rank senior or pari passu to the Preferred Stock, pro rata among such holders requesting such registration on the basis of the number whichof such securities requested to be included by such holders, in the opinion of the managing underwriter(ii) second, can be sold, the Company may include in such registration the securities Common Stock the Company proposes to sell and (iii) third, Common Stock of the Company held by other Persons having registration rights, other than as contemplated in sub-clause (i) above proposed to be included in such registration by the holders thereof. Notwithstanding the foregoing, in connection with any requested registration pursuant to this Section 2.1, the Company shall in all events be entitled to register and sell up to 25% of the total number of securities that, in the opinion shares of the underwriter, can Common Stock to be soldregistered.

Priority in Requested Registrations. If a requested registration pursuant to this Section 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) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of requested by the Holders requested to be included in such registration. 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 pro rata among all such 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, 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 the underwriter, can be sold.

Priority in Requested Registrations. (a) If a requested registration pursuant to this Section 3 Article III 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 SecuritiesSecurities or which are Registrable Securities proposed to be sold pursuant to Article II) exceeds the number which can be sold in such offering, the Company will first include in such registration only the Registrable Securities of the Holders requested to be included in such registrationregistration pursuant to this Article III. In the event that the number of Registrable Securities of the Holders requested to be included in such registration pursuant to this Article III 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 pro rata among all such requesting Holders pursuant to this Article III 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 's request shall be reallocated among the remaining requesting Holders in like manner). . (b) 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, the Company may include in such registration the securities the Company proposes to sell up up, for its own account or for the account of others (including pursuant to Article II) to the number of securities that, in the opinion of the underwriter, can be sold.