Common use of Priority of Securities Registered Pursuant to Demand Registrations Clause in Contracts

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Sponsor), advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among to the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), Sponsor and (ii) second, and only if all to the extent the securities referred to in clause (i) have been included in such Registrationincluded, shall be allocated pro rata among the Holders (excluding other than the Institutional Investors, as applicableSponsor) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), ) and (iii) thirdnext, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registrationincluded, the number of securities that the Company and any other Holder that has a right to participate in such registration proposes to include in such Registration that, in the opinion of the managing underwriter or underwritersunderwriters (or the Sponsor, can be sold without having such adverse effect and (ivas the case may be) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Public Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be, in the case of any Demand Registration Registration, (i) first, shall be allocated pro rata among the Institutional Investors to each Holder that have has requested to participate in such Demand Registration based on the relative an amount equal to a number of such shares equal to such Holder’s Pro Rata Portion (provided, that any Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor a Holder that exceed the number of such Institutional Investor’s request Registrable Securities that such Holder desires to include shall be reallocated among the remaining requesting Institutional Investors Holders who desire to include Registrable Securities in a like manner), ) and (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registrationincluded, the number of other securities that the Company proposes to include in such Registration for other holders that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect. A Demand Registration Request in respect of which the securities to be included in a Registration has been modified in accordance with this Section 3.1.7 will not count against the limits specified in Section 3.1.2 if fewer than 50 percent of the number of Registrable Securities that the Lead Investor who made the applicable Demand Registration Request desired to include are allocated to such Lead Investor in accordance with clause (i).

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among to the remaining requesting Institutional Investors in like mannerInvestor), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and clause (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect effect, and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Public Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be, in the case of any Demand Registration Registration, (i) first, shall be allocated pro rata among the Institutional Investors to each Holder that have has requested to participate in such Demand Registration based on the relative an amount equal to a number of Registrable Securities then held by each such Institutional Investor shares equal to such Holder’s Pro Rata Portion (provided that any securities Registrable Securities thereby allocated to an Institutional Investor a Holder that exceed the number of such Institutional Investor’s request Registrable Securities that such Holder desires to include shall be reallocated among the remaining requesting Institutional Investors Holders who desire to include Registrable Securities in a like manner), ) and (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registrationincluded, the number of other securities that the Company proposes to include in such Registration for other holders that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect. In respect of any Holder that has requested to participate in such Demand Registration, a Demand Registration Request in respect of which the securities to be included in a Registration has been modified in accordance with this Section 3.1.7 will not count against the limits specified in Section 3.1.1 if fewer than 50 percent of the number of such Registrable Securities that such Holder desired to include are allocated to such Holder in accordance with clause (i).

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a any proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise informs the Board of Directors Holders or the Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration shall be allocated (i) first, shall be allocated pro rata among the Institutional Investors Holders that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (Holder; provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), ; (iiiii) thirdsecond, and only if all the securities Registrable Securities referred to in clauses clause (i) and (ii) have been included in such Demand Registration, to the Company up to the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Demand Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect; and (iii) third, and only if all of the securities referred to in clause (ii) have been included in such Demand Registration, to those Persons holding any other securities eligible for inclusion in such Demand Registration, up to the number of securities that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the Demand Holders participating in such Demand Registration holding a majority of the Registrable Securities included in such Demand Registration by Demand Holders.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering Demand Registration (or, in the case of the Registrable Securities included in a Demand Registration not being underwritten, holders of a majority of the class of Registrable Securities requesting the Demand Registration (the "Requesting Class")), advise the Board of Directors Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of other Persons which are not holders of Registrable Securities) exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredCompany's Common Stock, the Company will include in such Registration, Registrable Securities sought to be registered therein and only such lesser number of other securities as shall, in the opinion of the managing underwriter or underwriters (or, in the case of a Demand Registration not being underwritten, holders of a majority of the Requesting Class) not be likely to have such an effect, allocated as follows: (i) first, pro rata among all holders of Registrable Securities that have requested pursuant to this Section 2.1 to be included in such Demand Registration (i) firstRegistration, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number fully diluted ownership of Registrable Securities then held by each such Institutional Investor holders (provided that any securities thereby Registrable Securities allocated to an Institutional Investor any such holder pursuant to this clause (i) that exceed such Institutional Investor’s holder's request shall will be reallocated among the remaining requesting Institutional Investors holders of Registrable Securities in like manner), ) and (ii) second, and only if all of the securities referred to Registrable Securities referenced in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registrationincluded, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effectRegistration.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding including the Institutional InvestorsSponsors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iiiii) thirdsecond, and only if all the securities referred to in clauses clause (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iviii) fourththird, and only if all of the securities referred to in clause (iiiii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Holders of a majority of the Registrable Securities included therein) or an Underwritten Shelf Takedown advise the Board of Directors Company in writing (which, for the avoidance of doubt, may be via e-mail) that, in its or their opinion, the number of securities requested to be included in such Demand Registration or Underwritten Shelf Takedown exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities Company will include in such offering, (a) first, the number of Registrable Securities requested by all Holders of Registrable Securities to be included in such offering that, in the opinion of such managing underwriter(s) (or, in the case of a Demand Registration (i) firstnot being underwritten, shall the Holders of a majority of the Registrable Securities included therein), can be sold without having such significant adverse effect, such amount to be allocated among all such Holders of Registrable Securities pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative basis of the respective number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner)Holder, (iib) second, and only if all of the securities Registrable Securities referred to in clause (ia) have been included in such Registrationoffering, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect sell and (ivc) fourththird, and only if all of the securities referred to in clause clauses (iiia) and (b) have been included in such Registrationoffering, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effectRegistration.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Sponsors), advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, if DTZ Investment holds less than 2% of the Registrable Securities it owned at the IPO Closing, shall be allocated to DTZ Investment if it has requested to participate in such Demand Registration; (ii) next, and only if all the securities referred to in clause (i) have been included, shall be allocated pro rata among the Institutional Investors other Sponsors (including any Demanding Sponsor) and any Holder that acquired Registrable Securities pursuant to the Vanke Purchase Agreement that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor Sponsor or relevant Holder (provided that any securities thereby allocated to an Institutional Investor a Sponsor or relevant Holder that exceed such Institutional InvestorSponsor’s or relevant Holder’s request shall be reallocated among the remaining requesting Institutional Investors Sponsors and relevant Holders in like manner), ; and (iiiii) secondfinally, and only if all the securities referred to in clause clauses (i) and (ii) have been included included, the number of securities that any other Holder that has a right to participate in such Registration, shall be registration proposes (allocated pro rata among the such Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (Holders and provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwritersunderwriters (or the Sponsors, can be sold without having such adverse effect and (ivas the case may be) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration shall be allocated (i) first, shall be allocated pro rata among the Institutional Investors Holders (including the Sponsors, the Management Stockholders and any other Stockholders, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (Holder; provided that any securities thereby allocated to an Institutional Investor a Holder that exceed such Institutional InvestorHolder’s request shall be reallocated among the remaining requesting Institutional Investors Holders in a like manner); provided further that a Sponsor may freely re-allocate any number of Registrable Securities held by such Sponsor (or any of its Affiliates and Permitted Assignees) that may be included in such Demand Registration to any of its Affiliates (or any of their respective Permitted Assignees) for purposes of determining the pro rata allocation of the securities to be included in such Demand Registration, (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among to the Holders (excluding the Institutional Investors, as applicable) that have requested Company up to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iviii) fourththird, and only if all of the securities referred to in clause (iiiii) have been included in such Registration, to those Persons holding any other securities eligible for inclusion in such Registration thatRegistration, up to the number of securities that in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the a class of Registrable Securities included in a Demand Registration advise (or, in the Board case of Directors a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included in such Registration Statement), inform the holders of such Registrable Securities and the Company in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of other Persons which are not holders of Registrable Securities) exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to will include in such Registration thatregistration all of the Registrable Securities of such class sought to be registered therein and only such lesser number of other securities as shall not, in the opinion of the managing underwriter or underwritersunderwriters (or, can be sold without having such adverse effect and (iv) fourthin the case of a Demand Registration not being underwritten, and only if all in the opinion of the holders of a majority of such class of Registrable Securities included therein) be likely to have such an effect. In the event that, despite the reduction of the number of shares of securities referred to be offered for the account of the Company or Persons other than holders of Registrable Securities in clause (iii) have been such registration pursuant to the immediately preceding sentence, the number of Registrable Securities of such class to be included in such Registration, any other securities eligible for inclusion in such Registration thatregistration exceeds the number which, in the opinion of the managing underwriter or underwritersunderwriters (or, in the case of a Demand Registration not being underwritten, the holders of a majority of such class of Registrable Securities included therein) can be sold without having the adverse effect referred to above, the number of Registrable Securities of such class that can be included without having such an adverse effecteffect shall be allocated pro rata among the holders which have requested participation in the Demand Registration (based, for each such holder, on the percentage derived by dividing (i) the number of Registrable Securities of such class which such holder has requested to include in such Demand Registration by (ii) the aggregate number of Registrable Securities of such class which all such holders have requested to include).

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Sponsors), advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors stockholders of the Company (including the Demanding Sponsor) who are party to a stockholders agreement with the Company that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor stockholder (provided that any securities thereby allocated to an Institutional Investor a stockholder that exceed such Institutional Investorstockholder’s request shall be reallocated among the remaining requesting Institutional Investors stockholders in like manner), ) and (ii) secondnext, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registrationincluded, the number of securities that the Company and any other stockholder of the Company and any other Person that has a right to participate in such registration proposes to include in such Registration that, in the opinion of the managing underwriter or underwritersunderwriters (or the Sponsors, can be sold without having such adverse effect and (ivas the case may be) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect, unless the managing underwriters require a different allocation. For purposes of any allocation pursuant to this Section 2.01(h), all Registrable Securities held by any stockholder (including any Holder) of the Company shall also include any Registrable Securities held by the partners, retired partners, members, shareholders or Affiliates of such stockholder, or the estates and family members of any such stockholder or such partners and retired partners and members, any trusts for the benefit of any of the foregoing Persons and, at the election of such stockholder or such partners, retired partners, members, trusts or affiliates, in each case to which any of the foregoing shall have distributed, transferred or contributed Common Shares prior to the execution of the underwriting agreement in connection with such underwritten offering.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing (with a copy provided to the Institutional Investors requesting participation in such Demand Registration) that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing timing, or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided provided, that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Demand Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided provided, that any securities thereby allocated to a Holder that exceed such HolderHxxxxx’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and clause (ii) have been included in such Demand Registration, the number of securities that the Company proposes to include in such Demand Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect effect, and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Demand Registration, any other securities eligible for inclusion in such Demand Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a any proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise informs the Board of Directors in writing Holders or the Company that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors all Holders that have requested to participate in such Demand Registration based on Registration, including the relative number Demand Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities then of the Company held by each such Institutional Investor (provided Holder; provided, however, that any securities thereby allocated in each case the amount of Registrable Securities to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, underwriting shall not be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of reduced unless all securities other than Registrable Securities then held by each such Holder (provided are first entirely excluded from the underwriting; provided, further, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner); and provided, (iii) thirdfurther, and only that if all the securities referred to in clauses (i) and (ii) have been reduction reduces the total amount of Registrable Securities included in such Registration, the number Underwritten Offering of securities that the Company proposes Registrable Securities included in a Demand Registration to include in such Registration that, in the opinion less than thirty percent (30%) of the managing underwriter or underwritersRegistrable Securities initially requested for registration by the Demand Holders, can such offering shall not be sold without having such adverse effect and (iv) fourth, and only if all counted as a registration for the purpose of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effectSection 2.12(a)(i).

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Demanding Holders holding a majority of the Demanding Holders’ Registrable Securities included therein), advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) in the case of any Demand Registration other than an IPO Demand Registration (ix) first, shall be allocated pro rata among the Institutional Investors Holders that have requested to participate in such Demand Registration (based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated requested to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like mannerincluded therein), (iiy) second, and only if all the securities referred to in clause (ix) have been included, the number of other securities that, in the opinion of such managing underwriter or underwriters (or Demanding Holders holding a majority of the Demanding Holders’ Registrable Securities to be included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as if applicable) that have requested to participate can be sold without having such adverse effect, and (ii) in such the case of an IPO Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner)Registration, (iiix) thirdfirst, one hundred percent (100%) of the securities that the Issuer proposes to issue, and (y) second, and only if all the securities referred to in clauses clause (i) and (iix) have been included in such Registrationincluded, the number of securities that the Company proposes to include in such Registration Registrable Securities that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the participating Sponsors based on the relative number of Registrable Securities requested to be included therein then held by each such Sponsor.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Public Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which that can be sold in such offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be in the case of any Demand Registration (ix) first, shall be allocated pro rata among the Institutional Investors to each Holder that have has requested to participate in such Demand Registration based on an amount equal to the relative lesser of (i) the number of such Registrable Securities requested to be registered or sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion, provided that with respect to GIC, if (A) the number of Registrable Securities requested to be registered by GIC exceeds GIC’s Pro Rata Portion and (B) the number of Registrable Securities requested to be registered by the TPG Investor is less than the TPG Investor’s Pro Rata Portion, then held by each such Institutional with the consent of the TPG Investor (provided that any securities thereby allocated not to an Institutional Investor that exceed such Institutional Investor’s request be unreasonably withheld), GIC shall be reallocated among allocated an additional number of securities equal to the remaining requesting Institutional Investors lesser of the excess described in like mannerthe preceding clause (A) and the excess described in the preceding clause (B), and (iiy) second, and only if all the securities referred to in clause (ix) have been included included, the number of other securities that, in the opinion of such Registration, shall managing underwriter or underwriters can be sold without having such adverse effect (with such number to be allocated pro rata among the remaining requesting Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to in a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among to the Institutional Investors Demand Party that have requested to participate in has initiated such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner)Registration, (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Investors (other than the Demand Party) that have requested to participate in such Demand Registration based on the number of Registrable Securities then held by each such Investor relative to the number of Registrable Securities then held by all Investors (other than the Demand Party) (provided that any securities thereby allocated to an Investor (other than the Demand Party) that exceed such Investor’s request shall be reallocated among the remaining requesting Investors (other than the Demand Party) in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iiiiv) thirdfourth, and only if all the securities referred to in clauses (i), (ii) and (iiiii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (ivv) fourthfifth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), and (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii1) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iviii) fourththird, and only if all of the securities referred to in clause (iiiii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. New Journal may also include securities for its own account or for the account of Persons which are not Family Shareholders in a Demand Registration. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors New Journal in writing (with a copy to each selling Family Shareholder) that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of New Journal for its own account or for the account of other Persons which are not Family Shareholders) exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredEquity Securities, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to New Journal will include in such Registration thatthe Registrable Securities sought to be registered therein by the Family Shareholders and only such lesser number of securities for the account of New Journal or other Persons that are not Family Shareholders as shall, in the opinion of the managing underwriter or underwriters, can not be sold without having likely to have such adverse effect and (iv) fourthan effect. In the event that, and only if despite the elimination of all securities to be offered for the account of New Journal or for the securities referred account of other Persons which are not Family Shareholders in such Registration pursuant to in clause (iii) have been the immediately preceding sentence, the number of Registrable Securities to be included in such Registration, any other securities eligible for inclusion in such Demand Registration thatcontinues to exceed the number which, in the opinion of the managing underwriter or underwriters can be sold without having the adverse effect referred to above, then the securities to be included in such Registration shall be (i) the number of Registrable Securities that, in the opinion of such underwriter or underwriters, can be sold without having such adverse effect, allocated pro rata among the Family Shareholders which have requested to be included in such Registration, based on the securities requested to be included (provided that any securities thereby allocated to any such Family Shareholder that exceed such person's request will be reallocated among the remaining requesting Family Shareholders in like manner or as they may otherwise agree) and (ii) second, and only if all of the Registrable Securities referenced in clause (i) have been included, any other securities eligible for inclusion in such Demand Registration.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Sponsor that requested such Demand Registration pursuant to Section 2.1(a) hereof), advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities number of Registrable Securities to be included in such Demand Registration (i) first, shall be allocated allocated, subject to Section 2.1(e) and proviso in Section 4.2, pro rata among the Institutional Investors Eligible Shareholders that have requested to participate in such Demand Registration based on the basis of the relative number of Registrable Securities then held by each such Institutional Investor (Eligible Shareholder, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriter or underwriters, or the Sponsor(s) that requested such Demand Registration pursuant to Section 2.1(a) hereof; provided that any securities Registrable Securities thereby allocated to an Institutional Investor Eligible Shareholder that exceed such Institutional InvestorEligible Shareholder’s request shall be reallocated among the remaining requesting Institutional Investors Eligible Shareholders in like manner), (ii) second, and only if all . To the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) extent that have any Registrable Securities so requested to participate in be registered are excluded from the offering, then the Sponsor who requested such Demand Registration based on shall have the relative number right to a total of Registrable Securities then held by one (1) additional Demand Registration for each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like mannerexclusion under this Section 2.1(i), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering Demand Registration (or, in the case of the Registrable Securities included in a Demand Registration not being underwritten, a majority of the holders of any class of Registrable Securities sought to be registered therein), advise the Board of Directors Company in writing (with a copy to each selling holder of Registrable Securities) that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of other Persons which are not holders of Registrable Securities) exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredCompany's Common Stock, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to will include in such Registration thatthe Registrable Securities sought to be registered therein and only such lesser number of other securities as shall, in the opinion of the managing underwriter or underwritersunderwriters (or, can be sold without having such adverse effect and (iv) fourthin the case of a Demand Registration not being underwritten, and only if all holders of a majority of the securities referred Registrable Securities sought to be registered therein) not be likely to have such an effect. In the event that, despite the reduction of the number of shares of Common Stock to be offered for the account of the Company in clause (iii) have been such registration pursuant to the immediately preceding sentence, the number of Registrable Securities to be included in such Registration, any other securities eligible for inclusion in such Registration thatexceeds the number which, in the opinion of the managing underwriter or underwritersunderwriters (or, in the case of a Demand Registration not being underwritten, holders of a majority of the Registrable Securities sought to be registered therein) can be sold without having the adverse effect referred to above, the number of Registrable Securities of each class to be included in such adverse effectDemand Registration shall be allocated pro rata among all requesting holders on the basis of the relative number of shares of Registrable Securities of such class then held by each such holder to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriter, underwriters or such holders, provided that any shares thereby allocated to a holder that exceed such holder's request shall be reallocated among the remaining requesting holders in like manner. To the extent that Registrable Securities so requested to be registered are excluded from the offering, then the holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section 2.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Public Offering of the Registrable Securities included in a Demand Registration advise informs the Board of Directors Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of Persons other than the Holders) exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the number of securities to be included in such Demand Registration shall be reduced to the number recommended by the managing underwriter or underwriters and allocated as follows: (i) first, shall be allocated pro rata among the Institutional Investors Holders that have requested to participate in such Demand Registration based on the basis of the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner)Holder, (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner); (ii) second, and only if all of the Registrable Securities included in the Demand Registration Notice by the Holders have been included in the Demand Registration pursuant to clause (i) above, such additional securities that the Company requests to be included for its own account; and (iii) third, and only if all of the securities referred Registrable Securities included in the Demand Registration Notice by the Holders and requested by the Company to be included for its own account have been included in the Demand Registration pursuant to clauses (i) and (ii) have been included in above, such Registration, the number of additional securities that the Company proposes requests to include in such Registration that, in be included for the opinion account of Persons other than the managing underwriter or underwriters, can be sold without having such adverse effect Holders and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effectCompany.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Demanding Investors), advise the Board of Directors in writing that, in its or their reasonable opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration shall be allocated, (i) first, shall be allocated pro rata among the Institutional Investors GS Holders, the Advent Holders (in each case, including any Demanding Investor) and the Key Individuals that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by EXHIBITS TO TRANSUNION MAJOR STOCKHOLDERS’ AGREEMENT each such XX Xxxxxx, Advent Holder and/or Key Individuals, (ii) second, pro rata among the other Holders that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner)other Holder; provided, (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), and (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registrationincluded, the number of securities that the Company Issuer proposes to include in such Registration that, in the opinion of the managing underwriter or underwritersunderwriters (or the Investors, can be sold without having such adverse effect and (ivas the case may be) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Demanding Investors), advise the Board of Directors in writing that, in its or their reasonable opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the Table of Contents market for the securities offered, the securities to be included in such Demand Registration shall be allocated, (i) first, shall be allocated pro rata among the Institutional Investors GS Holders, the Advent Holders (in each case, including any Demanding Investor) and the Key Individuals that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner)XX Xxxxxx, Advent Holder and/or Key Individuals, (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the other Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided other Holder; provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), and (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registrationincluded, the number of securities that the Company Issuer proposes to include in such Registration that, in the opinion of the managing underwriter or underwritersunderwriters (or the Investors, can be sold without having such adverse effect and (ivas the case may be) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing Company that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of other Persons which are not holders of Registrable Securities) exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company will include in such Registration all of the Registrable Securities requested to be Registered therein and only such lesser number of other securities as shall not, in the opinion of the managing underwriter or underwriters be likely to have such an effect. In the event that, despite the reduction of the number of shares of securities to be offered for the account of the Company or Persons other than Holders of Registrable Securities in such Registration pursuant to the immediately preceding sentence, the number of Registrable Securities of such class to be included in such Registration exceeds the number which, in the opinion of the managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors Holders that have requested to participate in such Demand Registration based on the basis of the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated Holder, to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all extent necessary to reduce the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative total number of Registrable Securities then held to be included in such offering to the number recommended by each such Holder (the managing underwriter or underwriters; provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering Demand Registration (or, in the case of the Registrable Securities included in a Demand Registration not being underwritten, holders of a majority of the class of Registrable Securities requesting the Demand Registration (the "Requesting Class")), advise the Board of Directors Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of other Persons which are not holders of Registrable Securities) exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredCompany's Common Stock, the Company will include in such Registration, Registrable Securities sought to be registered therein and only such lesser number of other securities as shall, in the opinion of the managing underwriter or underwriters (or, in the case of a Demand Registration not being underwritten, holders of a majority of the Requesting Class) not be likely to have such an effect, allocated as follows: (i) first, pro rata among all holders of Registrable Securities that have requested pursuant to this Section 2.1 to be included in such Demand Registration (i) firstRegistration, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number fully diluted ownership of Registrable Securities then held by each such Institutional Investor holders (provided that any securities thereby Registrable Securities allocated to an Institutional Investor any such holder pursuant to this clause (i) that exceed such Institutional Investor’s holder's request shall will be reallocated among the remaining requesting Institutional Investors holders of Registrable Securities in like manner), ) and (ii) second, and only if all of the securities referred to Registrable Securities referenced in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registrationincluded, any other securities eligible for inclusion in such Registration. Notwithstanding the foregoing, if such Demand Registration that, involves the Initial Public Offering or the first Registration in which the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.Current Investors are entitled to request that their Registrable Securities be

Priority of Securities Registered Pursuant to Demand Registrations. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of an Underwritten Offering of the Registrable Securities to permit Investors that have requested a Demand Registration to include in such Demand Registration all Registrable Securities so requested by such Demand Party. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor relative to the number of Registrable Securities then held by all Investors (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in the foregoing clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such HolderXxxxxx’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in the foregoing clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in the foregoing clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing (with a copy provided to the Institutional Investors requesting participation in such Demand Registration) that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided provided, that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Demand Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided provided, that any securities thereby allocated to a Holder that exceed such HolderHxxxxx’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and clause (ii) have been included in such Demand Registration, the number of securities that the Company proposes to include in such Demand Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Demand Registration, any other securities eligible for inclusion in such Demand Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering Demand Registration (or, in the case of the Registrable Securities included in a Demand Registration not being underwritten, holders of a majority of the class of Registrable Securities requesting the Demand Registration (the "Requesting Class")), advise the Board of Directors Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of other Persons which are not holders of Registrable Securities) exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredCompany's Common Stock, the Company will include in such Registration, Registrable Securities sought to be registered therein and only such lesser number of other securities as shall, in the opinion of the managing underwriter or underwriters (or, in the case of a Demand Registration not being underwritten, holders of a majority of the Requesting Class) not be likely to have such an effect, allocated as follows: (i) first, pro rata among all holders of Registrable Securities that have requested pursuant to this Section 2.1 to be included in such Demand Registration (i) firstRegistration, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number fully diluted ownership of Registrable Securities then held by each such Institutional Investor holders (provided that any securities thereby Registrable Securities allocated to an Institutional Investor any such holder pursuant to this clause (i) that exceed such Institutional Investor’s holder's request shall will be reallocated among the remaining requesting Institutional Investors holders of Registrable Securities in like manner), ) and (ii) second, and only if all of the securities referred to Registrable Securities referenced in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registrationincluded, any other securities eligible for inclusion in such Registration. Notwithstanding the foregoing, if such Demand Registration thatinvolves the Initial Public Offering or the first Registration thereafter in which the Current Investors are entitled to request that their Registrable Securities be included in such Registration, the Registrable Securities to be included in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.Registration shall be

Priority of Securities Registered Pursuant to Demand Registrations. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of an Underwritten Offering of the Registrable Securities to permit Investors that have requested a Demand Registration to include in such Demand Registration all Registrable Securities so requested by such Demand Party. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor relative to the number of Registrable Securities then held by all Investors (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in the foregoing clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in the foregoing clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in the foregoing clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Majority Stockholders), advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors stockholders of the Company and their transferees (including the Demanding Majority Stockholder) who are party to a stockholders agreement with the Company and that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor stockholder (provided that any securities thereby allocated to an Institutional Investor a stockholder that exceed such Institutional Investorstockholder’s request shall be reallocated among the remaining requesting Institutional Investors stockholders in like manner), ) and (ii) secondnext, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registrationincluded, the number of securities that the Company and any other stockholder that has a right to participate in such registration proposes to include in such Registration that, in the opinion of the managing underwriter or underwritersunderwriters (or the Majority Stockholders, can be sold without having such adverse effect and (ivas the case may be) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect, unless the managing underwriters require a different allocation. For purposes of any allocation pursuant to this Section 2.01(e), all Registrable Securities held by any stockholder of the Company shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such stockholder, or the estates and family members of any such stockholder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such stockholder or such partners, retired partners, trusts or Affiliates, in each case to which any of the foregoing shall have distributed, transferred or contributed Common Shares prior to the execution of the underwriting agreement in connection with such underwritten offering.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Demanding Holders holding a majority of the Demanding Holders’ Registrable Securities included therein), advise the Board of Directors and the Sponsor Demand Holders participating in such Underwritten Offering in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) in the case of any Demand Registration other than an IPO Demand Registration (ix) first, shall be allocated pro rata among the Institutional Investors Holders that have requested to participate in such Demand Registration (based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated requested to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like mannerincluded therein), but in any event, subject to the H&F Priority Sell-Down, (iiy) second, and only if all the securities referred to in clause (ix) have been included, the number of other securities that, in the opinion of such managing underwriter or underwriters (or Demanding Holders holding a majority of the Demanding Holders’ Registrable Securities to be included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as if applicable) that have requested to participate can be sold without having such adverse effect, and (ii) in such the case of an IPO Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner)Registration, (iiix) thirdfirst, one hundred percent (100%) of the securities that the Issuer proposes to issue, and (y) second, and only if all the securities referred to in clauses clause (i) and (iix) have been included in such Registrationincluded, the number of securities that the Company proposes to include in such Registration Registrable Securities that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the participating Sponsors and Other Investors that are Affiliates of a Sponsor based on the relative number of Registrable Securities requested to be included therein then held by each such Sponsor and each such Other Investor that is an Affiliate of a Sponsor, but in any event, subject to the H&F Priority Sell-Down.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Public Offering of the Registrable Securities included in a Demand Registration advise informs the Board of Directors Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of Persons other than the Holders) exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the number of securities to be included in such Demand Registration shall be reduced to the number recommended by the managing underwriter or underwriters and allocated as follows: (i) first, shall be allocated pro rata among the Institutional Investors Holders that have requested to participate in such Demand Registration based on the basis of the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner)Holder, (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner); (ii) second, and only if all of the Registrable Securities included in the Demand Registration Notice by the Holders have been included in the Demand Registration pursuant to clause (i) above, such additional securities that the Company requests to be included for its own account; and (iii) third, and only if all of the securities referred Registrable Securities included in the Demand C-10 Registration Notice by the Holders and requested by the Company to be included for its own account have been included in the Demand Registration pursuant to clauses (i) and (ii) have been included in above, such Registration, the number of additional securities that the Company proposes requests to include in such Registration that, in be included for the opinion account of Persons other than the managing underwriter or underwriters, can be sold without having such adverse effect Holders and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effectCompany.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing (with a copy provided to the Shareholder) that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iiiii) thirdsecond, and only if all the securities referred to in clauses clause (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iviii) fourththird, and only if all of the securities referred to in clause (iiiii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), and (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iviii) fourththird, and only if all of the securities referred to in clause (iiiii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the maximum dollar or maximum number which can be sold in such offering without being likely to have a significant adverse effect on the proposed offering price, timing or distribution of the securities offered or offered, the market for the securities offeredoffered or the probability of success of such offering, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors Eligible Holder Group(s) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor Eligible Holder Group relative to the number of Registrable Securities then held by all Company Security Holders included in Eligible Holder Groups (provided that any securities thereby allocated to an Institutional Investor Eligible Holder Group that exceed such Institutional InvestorEligible Holder Group’s request shall be reallocated among to the remaining requesting Institutional Investors Eligible Holder Groups in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Company Security Holders (excluding the Institutional InvestorsCompany Security Holders included in Eligible Holder Group(s), as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Company Security Holder (provided that any securities thereby allocated to a Company Security Holder that exceed such Company Security Holder’s request shall be reallocated among the remaining requesting Company Security Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and clause (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten, the Holders of a majority of the Registrable Securities included therein), advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities Company will include in such registration, (i) first, the number of Registrable Securities requested by each Holder seeking Demand Registration such that, in the opinion of such managing underwriter, can be sold, such amount to be allocated among each Holder seeking Demand Registration pro rata on the basis of the respective number of Registrable Securities then held by such Holder, (ii) second, the number of Registrable Securities requested by the other Holders of Registrable Securities to be included in such Demand Registration (i) firstregistration that, shall in the opinion of such managing underwriter, can be sold, such amount to be allocated among all such Holders of Registrable Securities pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative basis of the respective number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) secondHolder, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in sell. To the extent that Registrable Securities so requested to be registered are excluded from the offering, then the Holder of such Registrable Securities that initiated such request for a Demand Registration that, in shall have the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred right to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such one additional Demand Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effectunder this Section 5.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, if RockPile Holdco or the White Deer Holder is the Demand Party, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration RockPile Holders based on each RockPile Holder’s Pro Rata Percentage unless all RockPile Holders have provided the relative number of Registrable Securities then held by each Company with their written consent to such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner)request, (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder Holder’s Pro Rata Percentage (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.clause

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the a class of Registrable Securities included in a Demand Registration advise (or, in the Board case of Directors a Demand Registration not being underwritten, the holders of a majority of a class of Registrable Securities included therein), informs the holders of such class of Registrable Securities in writing that, in its or their opinion, the number of securities of such class requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities number of Registrable Securities of such class to be included in such Demand Registration (i) first, shall be allocated pro rata PRO RATA among the Institutional Investors holders that have requested to participate in such Demand Registration based on the basis of the relative number of Registrable Securities of such class then held by each such Institutional Investor (provided holder, to the extent necessary to reduce the total number of Registrable Securities of such class to be included in such offering to the number recommended by the managing underwriter or underwriters or such holders, PROVIDED that any securities thereby allocated to an Institutional Investor a holder that exceed such Institutional Investor’s holder's request shall be reallocated among the remaining requesting Institutional Investors holders in like manner), (ii) second, and only if all . To the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) extent that have Registrable Securities so requested to participate in be registered are excluded from the offering, then the holders of such Registrable Securities shall have the right to one additional Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effectunder this Section 2.2.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing (with a copy provided to the Institutional Investors that have requested participation in such Demand Registration) that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors and the Mutual Fund Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor or Mutual Fund Investor (provided that any securities thereby allocated to an Institutional Investor or Mutual Fund Investor that exceed such Institutional Investor or Mutual Fund Investor’s request shall be reallocated among the remaining requesting Institutional Investors and Mutual Fund Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors and Mutual Fund Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the ------------------------------------------------------------------ managing underwriter or underwriters of a proposed Underwritten Offering offering of the Registrable Securities included in a Demand Registration advise inform the Board Holders of Directors such Registrable Securities and the Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of other Persons which are not Holders) exceeds the number which can be sold in such offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company will include in such registration all of the Registrable Securities sought to be registered therein by the Holders and only such lesser number of other securities requested to be included for the account of the Company or for the account of other Persons which are not Holders as shall not, in the opinion of the managing underwriter or underwriters, be likely to have such an effect. In the event that, despite the reduction of the number of securities to be offered for the account of the Company or for the account of Persons which are not Holders in such registration pursuant to the immediately preceding sentence, the number of Registrable Securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, registration exceeds the number of securities that the Company proposes to include in such Registration thatwhich, in the opinion of the managing underwriter or underwriters, can be sold without having such the adverse effect and referred to above, the number of Registrable Securities that can be included without having such an adverse effect shall be allocated pro rata among the --- ---- Holders which have requested participation in the Demand Registration (ivbased, for each such Holder, on the percentage derived by dividing (i) fourththe number of Registrable Securities which such Holder has requested to include in such Demand Registration by (ii) the aggregate number of Registrable Securities which all such Holders have requested to include (such Holder's "Allocation Percentage")). Notwithstanding the --------------------- foregoing, and only if all more than 50% of the Registrable Securities of a Holder requested to be registered pursuant to a Demand Registration under this Section 3 are excluded from such Demand Registration, then the Holder having such securities referred excluded (an "Excluded Holder") shall have the right --------------- to withdraw all, or any number, of their Registrable Securities from inclusion in clause (iii) have been such Demand Registration no later than 20 days prior to its effectiveness. If less than 80% of the aggregate Registrable Securities requested to be included in such RegistrationDemand Registration by an Initial Holder are actually included therein, any other securities eligible such registration will not count as a Demand Registration of such Initial Holder for inclusion in such purposes of this Section 3. Notwithstanding the foregoing, no Registrable Securities to be distributed pursuant to a Ventas Stockholder Distribution shall be excluded from a Demand Registration that, in the opinion by virtue of the managing underwriter or underwriters, can be sold without having such adverse effectthis Section 3(e).

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering Demand Registration (or, in the case of the Registrable Securities included in a Demand Registration not being underwrit- ten, a majority of the holders of any class of Registrable Securities sought to be registered therein), advise the Board of Directors Company in writing (with a copy to each selling holder of Registrable Securities) that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of other Persons which are not holders of Registrable Securities) exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredCompany's Common Stock, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to will include in such Registration thatthe Registrable Securities sought to be registered therein and only such lesser number of securities for the account of the Company as shall, in the opinion of the managing underwriter or underwritersunderwriters (or, can in the case of a Demand Registration not being underwritten, holders of a majority of the Registrable Securities sought to be sold without having registered therein) not be likely to have such adverse effect and (iv) fourthan effect. In the event that, and only if despite the elimination of all of the securities referred shares of Common Stock to be offered for the account of the Company in clause (iii) have been such registration pursuant to the immediately preceding sentence, the number of Registrable Securities to be included in such Registration, any other securities eligible for inclusion in such Registration thatcontinues to exceed the number which, in the opinion of the managing underwriter or underwritersunderwriters (or, in the case of a Demand Registration not being underwritten, holders of a majority of the Registrable Securities sought to be registered therein) can be sold without having the adverse effect referred to above, the number of Registrable Securities of each class to be included in such adverse effect.Demand Registration shall be allocated pro rata among all requesting holders and all other security holders of the Company with registration rights on the date of this Agreement to the extent such rights are disclosed in accordance with Section 2.7 hereof (the "Existing Holders") on the basis of the relative number of shares of Registrable Securities of such class then held by each such holders to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriter, underwriters or such holders, provided that any shares thereby allocated to a holders that exceed such Person's request shall be reallo- cated among the remaining requesting holders and Existing Holders in like manner. To the extent that Registrable Securities so requested to be registered are excluded from the offering, then the Investor shall have the right to one additional Demand Registration under this Section 2.2. (i) Registration Statement Form. Registrations under this Section 2.2 shall be on such appropriate registration form of the SEC (i) as shall be selected by the Company and as shall be reasonably acceptable to the holders of a majority of the Registrable Securities requesting a Demand Registration and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in such holders' requests for such Registration. 2.3

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Public Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be, in the case of any Demand Registration Registration, (i) first, shall be allocated pro rata among the Institutional Investors to each Holder that have has requested to participate in such Demand Registration based on the relative an amount equal to a number of Registrable Securities then held by each such Institutional Investor shares equal to such Holder’s Pro Rata Portion (provided that any securities Registrable Securities thereby allocated to an Institutional Investor a Holder that exceed the number of such Institutional Investor’s request Registrable Securities that such Holder desires to include shall be reallocated among the remaining requesting Institutional Investors Holders who desire to include Registrable Securities in a like manner), ) and (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registrationincluded, the number of other securities that the Company proposes to include in such Registration for other holders that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect. In respect of any Holder that has requested to participate in such Demand Registration, a Demand Registration Request in respect of which the securities to be included in a Registration has been modified in accordance with this Section 3.1.8 will not count against the limits specified in Section 3.1.1 if fewer than 50 percent of the number of such Registrable Securities that such Holder desired to include are allocated to such Holder in accordance with clause (i).

Priority of Securities Registered Pursuant to Demand Registrations. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the holders of the majority of the Registrable Securities then outstanding sought to be registered pursuant to such Demand Registration. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors Company in writing (with a copy to each selling holder of Registrable Securities) that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of other Persons which are not holders of Registrable Securities) exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offeredCompany's Equity Securities, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to will include in such Registration thatthe Registrable Securities sought to be registered therein and only such lesser number of securities for the account of the Company or other Persons that are not holders of Registrable Securities as shall, in the opinion of the managing underwriter or underwriters, can not be sold without having likely to have such adverse effect and (iv) fourthan effect. In the event that, and only if despite the elimination of all of the securities referred shares of Equity Securities to be offered for the account of the Company in clause (iii) have been such Registration pursuant to the immediately preceding sentence, the number of Registrable Securities to be included in such Registration, any other securities eligible for inclusion in such Demand Registration thatcontinues to exceed the number which, in the opinion of the managing underwriter or underwriters can be sold without having the adverse effect referred to above, then the securities to be included in such Registration shall be (i) the number of Registrable Securities that, in the opinion of such underwriter or underwriters, can be sold without having such adverse effect, allocated pro rata among the holders which have requested to be included in such Registration, based on the securities requested to be included (provided that any securities thereby allocated to any such holder that exceed such person's request will be reallocated among the remaining requesting holders of securities in like manner) and (ii) second, and only if all of the Registrable Securities referenced in CLAUSE (i) have been included, any other securities eligible for inclusion in such Demand Registration.

Priority of Securities Registered Pursuant to Demand Registrations. If Notwithstanding any other provision of this Section 2.2, if the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing thatdetermines (or, in its or their opinionthe case of a Demand Registration not being underwritten, the Initiating Holders determine) that the inclusion of all Registrable Securities requested by Shareholders to be registered would adversely affect on the offering, the Initiating Holders may limit (in the manner set forth in the following sentence) the number of securities requested Registrable Securities to be included in such Registration. The Initiating Holders shall advise all Shareholders requesting participation in the Demand Registration exceeds the number which can be sold in of such offering without being likely to have a significant adverse effect on the pricelimitation, timing or distribution of the securities offered or the market for the securities offered, and the securities to be included in such Demand the Registration (i) first, shall be allocated pro rata among the Institutional Investors Shareholders that have requested to participate in such Demand Registration based on the basis of the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated Shareholder, to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all extent necessary to reduce the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative total number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, offering to the number of securities that the Company proposes to include in such Registration that, in the opinion of recommended by the managing underwriter or underwriters, can or the Initiating Holders, as the case may be sold (and, if any such allocations exceed that which a Shareholder has requested, the excess may reallocated in a similar manner, as reasonably determined by the Initiating Holders). The Company shall not permit any Other Holders to participate in any Demand Registration hereunder without having such adverse effect and (iv) fourth, and only if all the prior written consent of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effectInitiating Holders.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering offering of the Registrable Securities included in a Demand Registration advise inform the Board Holders of Directors such Registrable Securities and the Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of other Persons which are not Holders) exceeds the number which can be sold in such offering without being likely to have a significant an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company will include in such registration all of the Registrable Securities sought to be registered therein by the Holders and only such lesser number of other securities requested to be included for the account of the Company or for the account of other Persons which are not Holders as shall not, in the opinion of the managing underwriter or underwriters, be likely to have such an effect. In the event that, despite the reduction of the number of securities to be offered for the account of the Company or for the account of Persons which are not Holders in such registration pursuant to the immediately preceding sentence, the number of Registrable Securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, registration exceeds the number of securities that the Company proposes to include in such Registration thatwhich, in the opinion of the managing underwriter or underwriters, can be sold without having such the adverse effect and referred to above, the number of Registrable Securities that can be included without having such an adverse effect shall be allocated pro rata among the Holders which have requested participation in the Demand Registration (ivbased, for each such Holder, on the percentage derived by dividing (i) fourththe number of Registrable Securities which such Holder has requested to include in such Demand Registration by (ii) the aggregate number of Registrable Securities which all such Holders have requested to include (such Holder's "Allocation Percentage")). Notwithstanding the foregoing, and only if all more than 50% of the Registrable Securities of a Holder requested to be registered pursuant to a Demand Registration under this Section 3 are excluded from such Demand Registration, then the Holder having such securities referred excluded (an "Excluded Holder") shall have the right to withdraw all, or any number, of their Registrable Securities from inclusion in clause (iii) have been such Demand Registration no later than 20 days prior to its effectiveness. If less than 80% of the aggregate Registrable Securities requested to be included in such RegistrationDemand Registration by an Initial Holder are actually included therein, any other securities eligible such registration will not count as a Demand Registration of such Initial Holder for inclusion in such purposes of this Section 3. Notwithstanding the foregoing, no Registrable Securities to be distributed pursuant to a Ventas Stockholder Distribution shall be excluded from a Demand Registration that, in the opinion by virtue of the managing underwriter or underwriters, can be sold without having such adverse effectthis Section 3(e).

Priority of Securities Registered Pursuant to Demand Registrations. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of an Underwritten Offering of the Registrable Securities to permit Investors that have requested a Demand Registration to include in such Demand Registration all Registerable Securities so requested by such Demand Party. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Institutional Investor relative to the number of Registrable Securities then held by all Investors (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Board of Directors in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration (i) first, if RockPile Holdco or the White Deer Holder is the Demand Party, shall be allocated pro rata among the Institutional Investors that have requested to participate in such Demand Registration RockPile Holders based on each RockPile Holder’s Pro Rata Percentage unless all RockPile Holders have provided the relative number of Registrable Securities then held by each Company with their written consent to such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner)request, (ii) second, and only if all the securities referred to in clause (i) have been included in such Registration, shall be allocated pro rata among the Holders (excluding the Institutional Investors, as applicable) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder Holder’s Pro Rata Percentage (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (iii) third, and only if all the securities referred to in clauses (i) and clause (ii) have been included in such Registration, the number of securities that the Company proposes to include in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.