Common use of Priority on Demand Registration Clause in Contracts

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders Corporation and/or the Holders of such securities in writing that in its reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) exceeds the number of Registrable Securities that can be sold in such offering without adversely affecting the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, to the Investors up to the Priority Amount, Registrable Securities constituting Conversion Stock which shall be allocated among the Investors pro rata among the holders of Registrable Securities on the basis of the percentage number of such shares of Registrable Securities constituting Conversion Stock requested to be included in such Registration Statement (including pursuant to the second to last sentence of this Section 3(b)) by each Investor; (ii) second, to the Investors, the Sponsor and the Other Stockholders, the number of Registrable Securities requested by such Investors, the Sponsor and the Other Stockholders to be included in such Registration Statement, which shall be allocated pro rata among them on the basis of the number of Registrable Securities each such Person requested to include in such offering; (iii) third, to the Corporation, the number of shares of Common Stock requested by the Corporation (as the case may be) for inclusion in such offering; and (iv) fourth, to any other Persons entitled to participate in such Registration Statement, the number of Registrable Securities requested by such Persons to be included in such Registration Statement, which shall be allocated pro rata among them on the basis of the number of Registrable Securities each such Person requested to include in such offering. For purposes of any underwriter cutback in this Agreement, all Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder Holder shall also include any Registrable Securities held requested to be included by the partners, retired partners, shareholders or Affiliates any Permitted Transferees of such holderHolder and their respective Affiliates; provided, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, Holder and such holder its Permitted Transferees and other Persons their respective Affiliates shall be deemed to be a single selling holderHolder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder Holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons requested to be included in such Registration Statement by such selling holder, as defined in this sentenceHolder and its Permitted Transferees and their respective Affiliates. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any the sole or managing underwriter of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and advises the managing underwriter or underwriters advise the holders of such securities Company in writing that in its view opinion the total number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or dollar amount the marketability thereof, the Company will include in such registration the greatest number of (i) Registrable Securities proposed to be sold registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in such offering is such as respect of Registrable Securities hereunder proposed to adversely affect be registered by the success of such offering holders thereof and (including iii) securities proposed to be included registered by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that Company for its own account which in the opinion of such managing underwriter underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offeringoffering or the marketability thereof, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata ratably among the holders of Registrable Securities Securities, the holders of such Other Registration Rights and the Company, based (A) as between the Company and such holders requesting registration, on the basis respective amounts of the percentage of the Registrable Securities securities requested to be included in registered, and (B) as among the holders requesting registration, on the respective amounts of Registrable Securities (whether requested to be registered pursuant to Section 5.1 or 5.2) and securities subject to such Other Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand RegistrationRights, as the case may be, was requested held by each such holder; provided, however, that the Corporation. For purposes Company shall have the right (the “Priority Right”) to receive priority over all holders of any underwriter cutback, all Registrable Securities held by in any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed Demand Registration to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) effected under this Section 5.1 with respect to securities that the Company proposes to include in such selling holder shall be based upon registration for its own account by giving written notice of its election to exercise such Priority Right to the aggregate amount holders of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationrequesting registration thereof.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the remaining holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a one or more firm commitment underwritten offeringofferings, the Company may also provide written notice to other holders of its equity securities (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and will permit all such other holders who request to be included in the Demand Registration to include any or all equity securities held by such other holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters advise of the offering to which such Demand Registration relates advises the holders of such securities in writing Registrable Securities that in its view the total number or dollar amount of Registrable Securities proposed and securities that such other equity security holders intend to be sold include in such offering Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering offering, then (including i) first, the amount of securities proposed to be offered for the account of the holders of such other equity securities will be reduced, to zero if necessary (pro rata among such other holders on the basis of the amount of such other securities to be included therein by other holders each such holder), and (ii) second, the number of securities entitled to include securities Registrable Securities included in such Demand Registration Statement pursuant to incidental or piggyback registration rights)will, then if necessary, be reduced and there shall will be included in such firm commitment underwritten offering only the number or dollar amount of Registrable Securities that that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall to be included in therein by each such registrationholder.

Priority on Demand Registration. If any of Subject to the provisions set forth in Sections 3(a)(iv) and (v) and Section 3(b) regarding CNET's priority, if Registrable Securities are to be registered pursuant to a Demand Registration are Registration, NBCi shall provide written notice to the other Holders and will permit all such Holders who request to be sold included in a firm commitment underwritten offeringthe Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. In connection with any Demand Registration, and NBCi may include securities for its own account and/or for the account of other holders of NBCi's securities in such registration to the extent agreed to by the underwriters. If the managing underwriter or underwriters advise of an Underwritten Offering to which such Demand Registration relates advises the holders of such securities in writing Holders that in its view the total number or dollar amount of Registrable Securities proposed that such Holders intend to be sold include in such offering Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)offering, then there shall the number of Registrable Securities to be included in such firm commitment underwritten offering Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the number or dollar amount of Registrable Securities that that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offeringUnderwritten Offering, the Registrable Securities of the Holder or Holders initiating the Demand Registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders (including NBCi) desire to sell, PROVIDED that, in the event the Registrable Securities requested to be included by the initiating Holders and NBCi in the aggregate exceeds the number of Registrable Securities shall to be allocated as followsincluded in the Underwritten Offering, unless the underwriter requires a different allocationthen: (i) first, pro rata among the holders of Registrable Securities on requested to be included by CNET in the basis Initial CNET Demand will comprise the lesser of (A) at least 50% of the percentage Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET, with the remainder of the Registrable Securities in such offering being allocated to NBCi and Kitze as a direct holder or as the beneficial owner of Registrable Securities held by Disc as determined in good faith by the mutual agreement of NBCi and Kitze, it being understood that the current intention of such parties is that Kitze's allocation will be in the range of 10% - 15% of the Underwritten Offering; (ii) if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such holdersoffering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3; and (iiiii) secondexcept as provided in 3(c)(ii) above, following the securities for which inclusion Initial CNET Demand, or, if no such demand is made, following the 60 day period commencing on the closing date of the Contribution Agreement, (A) Registrable Securities requested to be included by NBCi will comprise the lesser of (1) at least 50% of the Registrable Securities included in such Demand Registration, as offering or (2) all of the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held requested to be included by any Shareholder shall also include any NBCi and (B) of the remaining securities to be included in such Underwriting Offering, Registrable Securities held by of each initiating Holder will be included PRO RATA on the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any basis of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned requested to be included therein by all Persons included in each such selling holder, as defined in this sentenceHolder. No securities excluded from Any remaining allocation available for sale shall be allocated PRO RATA among the underwriting by reason other Holders on the basis of the underwriter’s marketing limitation shall amount of Registrable Securities requested to be included in therein by each such registrationHolder.

Priority on Demand Registration. If Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be disposed of by such Holder in such underwritten offering. All Holders proposing to participate in such underwriting shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by a Majority-in-Interest of the Registrable Securities registered included in such offering, which underwriter(s) shall be reasonably acceptable to the Company, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 6(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents required under the terms of such underwriting agreement. If the managing underwriter(s) for an underwritten offering advise(s) the Company and the Holders in writing that the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to a Demand Registration are written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in a firm commitment such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Threshold”), then the Company shall include in such registration: (1) first, the Registrable Securities (pro rata in accordance with the number of Registrable Securities which such Holders have requested be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each such Person) that can be sold without exceeding the Maximum Threshold; (2) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the managing underwriter Common Stock or underwriters advise other securities for the holders account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any, with such securities in writing Persons and that can be sold without exceeding the Maximum Threshold; and (4) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1), (2) and (3), the Common Stock that other stockholders desire to sell that can be sold without exceeding the Maximum Threshold to the extent that the Company, in its view sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn by Holders of a majority of the total number or dollar amount of Registrable Securities proposed to be sold included in such offering is such as prior to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities consummation thereof, and, in such Registration Statement event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the all Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion registered in such Demand Registration, as the case may be, was requested Registration by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of Holders initiating such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organizationDemand Registration are, in each case to which any of the foregoing shall have been distributedfact, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included registered in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that that, in its view view, the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such the Registration Statement pursuant to incidental or piggyback registration rights), then there the amount of securities to be offered (i) for the account of the members of the Demanding Qualified Holder Group and any other holders of Registrable Securities and (ii) for the account of all such other Persons (other than members of the Demanding Qualified Holder Group) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such firm commitment underwritten offering to the number or dollar amount of Registrable Securities that in the opinion of recommended by such managing underwriter can or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be sold without adversely affecting included by such offeringother Persons and then, if necessary, reducing the securities requested to be included by the members of the Demanding Qualified Holder Group and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the any other holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii. In connection with any Demand Registration to which the provisions of this Section 3(b) secondapply, the no securities for which inclusion in other than Registrable Securities shall be covered by such Demand Registration, Registration except as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, provided in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such executionSection 3(d)(ii) hereof, and such holder and other Persons registration shall be deemed to be a single selling holder, and any pro rata reduction (unless not reduce the managing underwriter requires a different allocation) number of available Demand Registrations with respect to such selling holder shall be based upon the Demanding Qualified Holder Group under this Section 3 in the event that the Registration Statement excludes more than 25% of the aggregate amount number of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason that members of the underwriter’s marketing limitation shall Demanding Qualified Holder Group requested be included in such registrationincluded.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, members, retired members, shareholders or Affiliates affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliatesaffiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities Common Stock owned by all Persons entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters underwriter(s) advise the holders Holders of such securities in writing that in its view (or their) good-faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities Holders or Minority Holders entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires underwriters require a different allocation: (i) first, to the CD&R Investor and its Affiliates that are Holders requesting such registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) and the Minority Holders requesting such registration, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by the CD&R Investor and its Affiliates that are Holders, and in accordance with the Minority Registration Rights Agreements with respect to any Minority Registrable Securities, until, with respect to each such Holder and Minority Holder, all Registrable Securities or Minority Registrable Securities, as applicable, requested to be for registration by such Holders or Minority Holders have been included in such Registration Statement by such holders; andregistration; (ii) second, among the Holders (other than the CD&R Investor and its Affiliates) requesting such registration pursuant to incidental or piggyback registration rights pro rata, with respect to the Holders, on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders, until, with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration; and (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationCompany.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a one or more firm commitment underwritten offeringUnderwritten Offerings, the Company may also provide written notice to other holders of its equity securities (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and will permit all of those holders who request to be included in the Demand Registration to include any or all equity securities held by those holders in that Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters advise of the holders of such securities in writing Underwritten Offering to which that in its view Demand Registration relates advises the Company and the Purchasers whose Registrable Securities are being registered that the total number or dollar amount of Registrable Securities proposed and securities that the other equity security holders intend to include in that Demand Registration is in the aggregate in excess of that number of securities which can be sold in such underwritten offering is such as to without materially and adversely affect affecting the success of such offering (including securities proposed to be included by other holders of securities entitled to offering, then the Company will include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among up to the holders of Registrable Securities on the basis of the percentage full number of the Registrable Securities requested to be included registered pursuant to Section 3(a) hereof to the extent such Registrable Securities requested to be registered do not exceed the largest number of securities which can be sold in such Registration Statement by underwritten offering without materially and adversely affecting such holders; and offering and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of extent that the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount number of Registrable Securities owned by all Persons included requested to be registered pursuant to Section 3(a) hereof is less than the number of securities which can be sold in such selling holderunderwritten offering without materially and adversely affecting such offering, as defined in this sentence. No such number of shares of equity securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall Company requests to be included in such registrationregistration and such number of other securities proposed to be sold by any other Person (the securities to be included in such underwritten offering by the Company and such other Persons to be allocated as agreed upon by the Company and such other Persons) which, in the opinion of the managing underwriter or underwriters, can be sold without materially and adversely affecting such underwritten offering.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offeringUnderwritten Offering, and the managing underwriter or underwriters advise the holders of such securities in writing that that, in its view view, the total number or dollar amount of Registrable Securities and other Corporation Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities including, without limitation, Corporation Securities proposed to be included by other holders of securities Corporation Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering Underwritten Offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities and other Corporation Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities and the Institutional Holders on an as-converted basis, as follows (A) for each holder of Registrable Securities, the basis of the percentage number of the Registrable Securities requested to be included in such Registration Statement by such holders; andholder over the sum of (x) the number of Corporation Securities requested to be included in such Registration Statement by the Institutional Holders and (y) the number of Registrable Securities requested to be included in such Registration Statement (such sum, the “Total Demand Holder Securities”) and (B) for the Institutional Holders, the number of Corporation Securities requested to be included in such Registration Statement by such holder over the Total Demand Holder Securities; (ii) second, pro rata among any holders of Merger Consideration Securities and any other Registration Rights Holders (other than holders of Registrable Securities and the securities Institutional Holders) on the basis of the percentage of Corporation Securities (on an as-converted basis) requested to be included in such Registration Statement by such holders; (iii) third, to such Corporation Securities for which inclusion in such Demand Registration, as the case may be, Registration Statement was requested by the Corporation. For purposes of ; and (iv) fourth, pro rata among any underwriter cutbackother Persons having the rights to participate in such offering and requesting such registration, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by on the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any basis of the foregoing Persons and, at the election percentage of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case Corporation Securities (on an as-converted basis) requested to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationRegistration Statement by such holders.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are made pursuant to be sold in a firm commitment underwritten offering, Section 2.2 involves an Underwritten Offering and the managing underwriter or underwriters advise advises the holders of such securities Company in writing that that, in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)view, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion shares of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (a) If the registration statement filed pursuant to a Demand Registration Statement is declared effective on or after the 180th day and before the Second Anniversary, (i) first, all Registrable Securities requested to be registered in the Demand Registration by any Xxxxxx Holders and Vestar Holders and, if applicable, all Registrable Securities proposed to be registered for the account of the Shinsei Holders pursuant to the Piggyback Registration rights set forth in Section 2.6 hereof, pro rata, among such Xxxxxx Holders and Vestar Holders and, if applicable, the Shinsei Holders based on the respective amounts of Registrable Securities held by such holdersXxxxxx Holders and Vestar Holders and, if applicable, the Shinsei Holders, and available for sale; (ii) second, so much of the Company securities proposed to be registered for the account of the Company; and (iii) third, all Registrable Securities proposed to be registered for the account of any other Holders, ratably among such Holders based on the respective amounts of Registrable Securities held by such Holders, pursuant to any Piggyback Registration rights, other than the Piggyback Registration rights set forth in Section 2.6 hereof. (b) If the registration statement filed pursuant to a Demand Registration is declared effective any time between the Second Anniversary and on or before the last day of the 42nd month following the IPO, and the combined aggregate number of Registrable Securities held by the Xxxxxx Holders and the Vestar Holders is no less than 50% of the total number of Registrable Securities held by the Xxxxxx Holders and Vestar Holders immediately following the redemption contemplated to occur in connection with the IPO, (i) first, all Registrable Securities requested to be registered in the Demand Registration by any Xxxxxx Holders and Vestar Holders and, if applicable, all Registrable Securities proposed to be registered for the account of the Shinsei Holders pursuant to the Piggyback Registration rights set forth in Section 2.6 hereof, pro rata among such Xxxxxx Holders, Vestar Holders and the Shinsei Holders based on the respective amounts of Registrable Securities held by them and available for sale, in such amount that for every two Registrable Securities requested to be registered by such Xxxxxx Xxxxxx, Vestar Holder or Shinsei Holder and accepted for inclusion in the Demand Registration, the remaining Holders shall have been accepted for inclusion in the Demand Registration one Registrable Security requested to be registered by such Holders; and (ii) second, any securities proposed to be registered by the Company or any securities proposed to be registered for which inclusion the account of any other persons, with such priorities among them as the Company shall determine. (c) If (x) the registration statement filed pursuant to a Demand Registration is declared effective any time between the Second Anniversary and on or before the last day of the 42nd month following the IPO, and the combined aggregate number of Registrable Securities held by the Xxxxxx Holders and the Vestar Holders is less than 50% of the total number of Registrable Securities held by the Xxxxxx Holders and Vestar Holders immediately following the redemption contemplated to occur in connection with the IPO, or (y) the registration statement pursuant to a Demand Registration is declared effective after the last day of the 42nd month following the IPO: (i) first, all Registrable Securities requested to be registered in the Demand Registration by any Xxxxxx Holders, Vestar Holders, Shinsei Holders and any other Holder who so requests to have Registrable Securities registered in such Demand Registration, as pro rata, based on the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount number of Registrable Securities owned available for sale (after giving effect to any transfer restrictions relating to such Registrable Securities) by all Persons included in each respective Holder; and (ii) second, any securities proposed to be registered by the Company or any securities proposed to be registered for the account of any other persons, with such selling holder, priorities among them as defined the Company shall determine. (d) Notwithstanding any provision in this sentence. No securities excluded from Section 2.4 or elsewhere in the underwriting by reason Agreement, no Registrable Securities proposed to be registered for the account of the underwriter’s marketing limitation Shinsei Holders pursuant to the Piggyback Registration rights set forth in Section 2.6 hereof shall be included in any registration statement prior to the expiration of the restrictions on transfer applicable to such registrationRegistrable Securities.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment an underwritten offering, and the managing underwriter or underwriters of such underwritten offering advise the holders of such securities in writing that that, in its view good-faith opinion, the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as exceeds the total number or dollar amount of Registrable Securities that can be sold without adversely affecting the price, timing or distribution of the Registrable Securities to adversely affect the success of be included in such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering (such reduction in the number of Registrable Securities to be included in such underwritten offering, the “Demand Cutback”), and such number of Registrable Securities shall be allocated as followsfollows (provided that if such offering is an Initial Public Offering, unless clauses (i) and (ii) below shall be reversed such that securities requested to be included by the underwriter requires a different allocation:Corporation shall be given priority over Registrable Securities to be included by Shareholders): (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; provided that if such offering is an Initial Public Offering, and if (1) prior to giving effect to any Demand Cutback the Xxxxxxx Shareholders collectively would hold a number of shares of Common Stock and other Registrable Securities in the aggregate after consummation of the Initial Public Offering equal to less than three percent (3%) of the total common equity of the Corporation then outstanding, calculated (I) assuming that the Xxxxxxx Shareholders sell in the Initial Public Offering a percentage of their Registrable Securities equal to the percentage of Registrable Securities proposed to be sold by Allstar in the Initial Public Offering, (II) taking into account any dilution to the Xxxxxxx Shareholders’ ownership in the Corporation due to any proposed primary issuance of common equity of the Corporation in the Initial Public Offering, and (III) treating as outstanding for such purposes any such common equity issuable upon exchange of Membership Interests (as defined in the Existing Registration Rights Agreement) of NAHC, or (2) the Initial Public Offering would result in a Change of Control, then, in each of cases (1) and (2), the Xxxxxxx Shareholders shall have priority over other holders of Registrable Securities in the Initial Public Offering and shall be entitled first to sell up to a number of Registrable Securities equal to the lesser of (x) all of the Registrable Securities held by the Xxxxxxx Shareholders, (y) that number of Registrable Securities requested to be sold by Allstar in the Initial Public Offering and (z) the maximum number of Registrable Securities held by Shareholders (including Allstar and the Xxxxxxx Shareholders) that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the Initial Public Offering, and thereafter, such allocation shall be as set forth above excluding the Xxxxxxx Shareholders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes of any underwriter cutback, together with all Registrable Other Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed requested to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentenceDemand Registration. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation pursuant to this Section 3(b) shall be included in such registration.

Priority on Demand Registration. If any the sole or managing underwriter of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and advises the managing underwriter or underwriters advise the holders of such securities Company in writing that in its view opinion the total number or dollar amount of Registrable Securities proposed and other securities requested to be included exceeds the maximum number of Registrable Securities and other securities (the “Underwriter’s Maximum Number”) which can be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting the distribution of the securities being offered, the price that will be paid in such offeringoffering or the marketability thereof, and then the Company shall be required to include in such registration only such number of securities as is equal to the Underwriter’s Maximum Number (the “Demand Registration Cutback”) and the Company and the holders of Registrable Securities shall be allocated as follows, unless participate in such offering in the underwriter requires a different allocationfollowing order of priority: (i) first, pro rata among the holders there shall be included in such registration that number of Registrable Securities on that the basis of the percentage of the Registrable Securities Requesting Holders shall have requested to be included in such Registration Statement by offering pursuant to either Section 5.1(a) or Section 5.2(a), and that does not exceed the Underwriter’s Maximum Number; provided, however, that holders who request registration pursuant to Section 5.2(a) shall not be entitled to participate in any such holders; andregistration if (x) the sole or managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of such holders would adversely affect the marketability of the Securities being sold in such registration and (y) Xx. Xxxxxxxx has approved the exclusion of such holders based upon the determination of the sole or managing underwriter (or, in the case of an offering that is not underwritten, an investment banker), which approval shall not be unreasonably withheld; (ii) second, the securities for which inclusion Company shall be entitled to include in such Demand Registration, as registration that number of Securities that it proposes to offer and sell for its own account to the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any full extent of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any remaining portion of the foregoing Underwriter’s Maximum Number; and (iii) third, the number of Securities that other holders shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed requested to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holderregistration pursuant to Other Registration Rights, as defined in this sentence. No securities excluded from to the underwriting by reason full extent of the underwriterremaining portion of the Underwriter’s marketing limitation Maximum Number; provided, however, that such other holders shall not be entitled to participate in any such registration if the sole or managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of other holders would adversely affect the marketability of the Securities being sold in such registration. In the event that a Demand Registration Cutback results in less than all of the Securities of a particular category (i.e., Registrable Securities of the Requesting Holders pursuant to clause (i) above; Securities of the Company pursuant to clause (ii) above; and Securities of other holders pursuant to clause (iii) above) that are requested to be included in such registration actually being included in such registration, then the number of Securities of such category that shall be included in such registrationregistration shall be allocated pro rata among all of the holders of Securities of such category that requested Securities to be included in such registration based on the relative number of shares of securities owned by each such Person.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocationallocation as between the Company and the selling holders: (i) first, pro rata among the holders of Registrable Securities included in such Registration Statement who had delivered the applicable Demand Notice, pro rata among them on the basis of the percentage relative number of the shares of Registrable Securities requested to be included in such Registration Statement by each such holdersdemanding holder; and (ii) second, among the securities Company for which inclusion LLC Units it has requested to include in such Demand RegistrationRegistration for its own account and any other Shareholders duly requesting inclusion of Registrable Securities in accordance with a Participation Notice, as pro rata among them on the case may be, was basis of the relative number of LLC Units requested to be included in such Registration Statement by the Corporationeach. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons persons and, at the election of such holder or such partners, retired partners, trust or Affiliatesaffiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided provided, that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons persons shall be deemed to be a single selling holderShareholder, and any pro rata reduction (unless the managing underwriter requires a different allocationallocation as between the Company and the selling holders) with respect to all entities and individuals comprising such single selling holder Shareholder as amongst themselves shall be based upon the proportionate ownership of Registrable Securities of each entity and individual included in such single selling Shareholder relative to the aggregate amount of Registrable Securities owned by all Persons entities and individuals included in such single selling holder, as defined in this sentenceShareholder. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of The Stockholder shall have the Registrable Securities registered pursuant right to request that a Demand Registration are be effected as an underwritten offering at any time, subject to this Section 1, by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be sold disposed of by the Stockholder in a firm commitment such underwritten offering. If the Stockholder proposes to participate in such underwriting, it shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Company and reasonably acceptable to the Stockholder, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) the Stockholder shall not be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of the Stockholder shall be limited as provided in Section 7(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. If the managing underwriter or underwriters advise underwriter(s) for such an underwritten offering advise(s) the holders of such securities Company and the Stockholder in writing that in its view the total number or dollar amount or number of Registrable Securities proposed which the Stockholder desires to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering is such as to without adversely affect affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (including securities proposed to be included by other holders such maximum dollar amount or maximum number of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rightssecurities, as applicable, the “Maximum Threshold”), then there the Company shall include in such registration: (1) first, the Registrable Securities which the Stockholder has requested be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting exceeding the Maximum Threshold; (2) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any; provided, that if requests to register Common Stock or other securities pursuant to this clause (3) when combined with registration requests pursuant to clauses (1) and (2) exceed the Maximum Threshold, the Company shall include in such offeringregistration all of the securities requested to be included pursuant to clauses (1) and (2) and for requestors pursuant to this clause (3), and such number the amount of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, securities pro rata among in accordance with the holders amount of Registrable Securities on the basis of the percentage of the Registrable Securities securities each securityholder has requested to be included in the offering, regardless of the number of securities held by each such Registration Statement by such holdersPerson; and and (ii4) secondfourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1), (2) and (3), the securities Common Stock that other stockholders desire to sell that can be sold without exceeding the Maximum Threshold to the extent that the Company, in its sole discretion, wishes to permit such sales pursuant to this clause (4). A request for which inclusion an underwritten offering may be withdrawn by the Stockholder within ten calendar days of receipt and prior to the date the registration statement in respect of such underwritten offering has been declared effective, and, in such Demand Registrationevent, such withdrawal shall not be treated as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts a request for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to an underwritten offering which any of the foregoing shall have been distributedeffected pursuant to the immediately preceding paragraph; provided, transferred or contributed Registrable Securities a request for an underwritten offering withdrawn by the Stockholder prior to the execution effectiveness of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons applicable registration statement shall be deemed to be counted as a single selling holder, and any pro rata reduction (Demand Registration by the Stockholder for the purposes of Section 1.4(d) unless the managing underwriter requires a different allocation) with respect Stockholder reimburses the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such selling holder registration statement (in which event such registration statement shall not be based upon the aggregate amount counted as “effected” for purposes of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationSection 1.4(d)).

Priority on Demand Registration. If any (i) the Registration Statement has not been declared effective by the Securities and Exchange Commission by the Effectiveness Date, or (ii) after the Registration Statement is declared effective by the Securities and Exchange Commission, it is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required to be effective, other than, in each case, within the time period(s) permitted by Section 3(g), a Majority-in-Interest of the Registrable Securities registered pursuant shall have the right to request that a Demand Registration are be effected as an underwritten offering, by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be disposed of by the Holders in such underwritten offering. All Holders proposing to participate in an underwriting shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by a Majority-in-Interest of the Registrable Securities included in such offering, which underwriter(s) shall be reasonably acceptable to the Company, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 7(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents required under the terms of such underwriting agreement. If the managing underwriter(s) for an underwritten offering advise(s) the Company and the Holders in writing that the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in a firm commitment such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Threshold”), then the Company shall include in such registration: (1) first, the Registrable Securities (pro rata in accordance with the number of Registrable Securities which such Holders have requested be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each such Person) that can be sold without exceeding the Maximum Threshold; (2) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the managing underwriter Common Stock or underwriters advise other securities for the holders account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any, with such securities in writing Persons and that can be sold without exceeding the Maximum Threshold; and (4) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1), (2) and (3), the Common Stock that other stockholders desire to sell that can be sold without exceeding the Maximum Threshold to the extent that the Company, in its view sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn by Holders of a majority of the total number or dollar amount of Registrable Securities proposed to be sold included in such offering is such as prior to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities consummation thereof, and, in such Registration Statement event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount immediately preceding paragraph. In no event will a Demand Registration count as the Demand Registration unless at least fifty percent (50%) of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the all Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion registered in such Demand Registration, as the case may be, was requested Registration by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of Holders initiating such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organizationDemand Registration are, in each case to which any of the foregoing shall have been distributedfact, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, registered and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included sold in such registration.

Priority on Demand Registration. If (a) The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the shares of Registrable Securities registered pursuant included in such registration, which consent will not be unreasonably withheld. If the holders of a majority of the shares of Registrable Securities included in such registration so request or otherwise agree, the Company may, in its reasonable discretion, include in any Demand Registration securities owned by the holders of Registrable Securities which are not Registrable Securities. If the Company permits the inclusion of such securities, holders owning such securities, in addition to the costs set forth in Section 6.2, shall pay all incremental costs associated with the inclusion of such securities in the Registration Statement, including but not limited to, all increments in registration, filing fees, and NASD fees. (b) If a Demand Registration are to be sold in a firm commitment involves an underwritten offering, offering and the managing underwriter or underwriters shall advise the holders of such securities Company in writing that that, in its view their opinion, the total number or dollar amount of Registrable Securities proposed and, as permitted hereunder, other securities requested to be included in such offering exceeds the number which can be sold in such offering is such as to adversely affect without an adverse effect on the success of such offering (including securities proposed to be included by other holders of securities entitled to offering, then the Company will include securities in such Registration Statement pursuant Demand Registration, to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the extent of the number or dollar amount of Registrable Securities that in which the opinion of such managing underwriter Company is so advised can be sold in such offering without adversely affecting having such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: an adverse effect: (i) first, pro rata among prior to the holders inclusion of any securities which are not Registrable Securities, the number of Registrable Securities on requested to be included (subject to the basis provisions of the percentage of the Section 3.2(h) hereof if all such Registrable Securities requested can not be included in such underwritten offering), and (ii) second, all other securities which are permitted to be included in such Registration Statement by pursuant to Section 3.3(a) of this Agreement, allocated on a pro rata basis among the holders thereof based upon the total number of shares of such holders; and (ii) secondother securities proposed to be included in the registration. Notwithstanding any of the foregoing, the securities for which inclusion are not Registrable Securities shall only be included in such Demand RegistrationRegistration Statement to the extent that, as in the case may beopinion of the underwriters, was requested by such securities can be sold without having an adverse effect on the CorporationCompany. For purposes of any underwriter cutback, all Registrable Securities held by excluded or withdrawn from the underwriting in accordance with this Section 3.3(b) shall be withdrawn from the registration. If any Shareholder shall also include any such limitation results in Registrable Securities held by being excluded or withdrawn from the partnerslast Demand Registration that the Company is required to provide pursuant to Section 3.2(b) hereof, retired partnersthen the Company shall, shareholders or Affiliates at its option either (i) grant the holders of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with excluded or withdrawn from such underwritten offering; provided that such distributionregistration, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) one additional Demand Registration hereunder with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons not included in the offering, on the same terms and conditions as would have applied to such selling holderholders had such earlier Demand Registration not been made (except that the minimum threshold requirements referred to in Sections 3.1 and 3.2(b) hereof shall not apply) or (ii) within twenty (20) business days of the date that a demand is made for such additional Demand Registration, purchase such excluded or withdrawn Registrable Securities at the average per share closing price for such securities, as defined in this sentence. No reported on the principal domestic securities excluded from exchange or inter- dealer quotation system on which such securities are then listed, for the underwriting last five trading days preceding the date of demand, but only if such securities are quoted by reason a principal domestic securities exchange or an inter-dealer quotation system maintained by the National Association of the underwriter’s marketing limitation shall be included in such registrationSecurities Dealers.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a one or more firm commitment underwritten offeringofferings, the Company may also provide written notice to holders of its equity securities (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and will permit all such holders who request to be included in the Demand Registration to include any or all equity securities held by such holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters advise of the offering to which such Demand Registration relates advises the holders of such securities in writing Registrable Securities that in its view the total number or dollar amount of Registrable Securities proposed and securities that such equity security holders intend to be sold include in such offering Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering offering, then (including i) first, the amount of securities proposed to be offered for the account of the holders of such other equity securities will be reduced, to zero if necessary (pro rata among such holders on the basis of the amount of such other securities to be included therein by other holders each such holder), and (ii) second, the number of securities entitled to include securities Registrable Securities included in such Demand Registration Statement pursuant to incidental or piggyback registration rights)will, then if necessary, be reduced and there shall will be included in such firm commitment underwritten offering only the number or dollar amount of Registrable Securities that that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage number of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of each such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the remaining holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any the sole or managing underwriter of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and advises the managing underwriter or underwriters advise the holders of such securities Issuer in writing that in its view opinion the total number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or dollar amount the marketability thereof, the Issuer will include in such registration the greatest number of (i) Registrable Securities proposed to be sold registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in such offering is such as respect of Registrable Securities hereunder proposed to adversely affect be registered by the success of such offering holders thereof and (including iii) securities proposed to be included registered by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that Issuer for its own account which in the opinion of such managing underwriter underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offeringoffering or the marketability thereof, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata ratably among the holders of Registrable Securities Securities, the holders of such Other Registration Rights and the Issuer, based (A) as between the Issuer and such holders requesting registration, on the basis respective amounts of the percentage of the Registrable Securities securities requested to be included in registered and (B) as among the holders requesting registration, on the respective amounts of Registrable Securities (whether requested to be registered pursuant to Section 5.1 or Section 5.2) and securities subject to such Other Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand RegistrationRights, as the case may be, was requested held by each such holder; provided, that the Corporation. For purposes Issuer and the Company shall have the right (the "Priority Right") to receive priority over all holders of any underwriter cutback, all Registrable Securities held by in any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed Demand Registration to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) effected under this Section 5.1 with respect to securities that the Company or the Issuer proposes to include in such selling holder shall be based upon registration for its own account by giving written notice of its election to exercise such Priority Right to the aggregate amount holders of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationrequesting registration thereof.

Priority on Demand Registration. If (a) The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the shares of Registrable Securities registered pursuant included in such registration, which consent will not be unreasonably withheld. If the holders of a majority of the shares of Registrable Securities included in such registration so request or otherwise agree, the Company may, in its reasonable discretion, include in any Demand Registration securities owned by the holders of Registrable Securities which are not Registrable Securities. If the Company permits the inclusion of such securities, holders owning such securities, in addition to the costs set forth in Section 6.2, shall pay all incremental costs associated with the inclusion of such securities in the Registration Statement, including but not limited to, all increments in registration, filing fees, and NASD fees. (b) If a Demand Registration are to be sold in a firm commitment involves an underwritten offering, offering and the managing underwriter or underwriters shall advise the holders of such securities Company in writing that that, in its view their opinion, the total number or dollar amount of Registrable Securities proposed and, as permitted hereunder, other securities requested to be included in such offering exceeds the number which can be sold in such offering is such as to adversely affect without an adverse effect on the success of such offering (including securities proposed to be included by other holders of securities entitled to offering, then the Company will include securities in such Registration Statement pursuant Demand Registration, to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the extent of the number or dollar amount of Registrable Securities that in which the opinion of such managing underwriter Company is so advised can be sold in such offering without adversely affecting having such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: an adverse effect: (i) first, pro rata among prior to the holders inclusion of any securities which are not Registrable Securities, the number of Registrable Securities on requested to be included (subject to the basis provisions of the percentage of the Section 3.2(h) hereof if all such Registrable Securities requested can not be included in such underwritten offering), and (ii) second, all other securities which are permitted to be included in such Registration Statement by such holders; and (iipursuant to Section 3.3(a) secondof this Agreement, allocated on a pro rata basis among the securities for which inclusion in such Demand Registration, as holders thereof based upon the case may be, was requested by the Corporation. For purposes total number of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates shares of such holder, or other securities proposed to be included in the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of registration. Notwithstanding any of the foregoing Persons andforegoing, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to securities which any of the foregoing shall have been distributed, transferred or contributed are not Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall only be included in such Demand Registration Statement to the extent that, in the opinion of the underwriters, such securities can be sold without having an adverse effect on the Company. Registrable Securities excluded or withdrawn from the underwriting in accordance with this Section 3.3(b) shall be withdrawn from the registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are made pursuant to be sold in a firm commitment underwritten offering, Section 2.2 involves an Underwritten Offering and the managing underwriter or underwriters advise advises the holders of such securities Company in writing that that, in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)view, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion shares of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (a) If the registration statement filed pursuant to a Demand Registration Statement is declared effective on or after the 180th day and before the Second Anniversary, (i) first, all Registrable Securities requested to be registered in the Demand Registration by any Lxxxxx Holders and Vestar Holders and, if applicable, all Registrable Securities proposed to be registered for the account of the Shinsei Holders pursuant to the Piggyback Registration rights set forth in Section 2.6 hereof, pro rata, among such Lxxxxx Holders and Vestar Holders and, if applicable, the Shinsei Holders based on the respective amounts of Registrable Securities held by such holdersLxxxxx Holders and Vestar Holders and, if applicable, the Shinsei Holders, and available for sale; (ii) second, so much of the Company securities proposed to be registered for the account of the Company; and (iii) third, all Registrable Securities proposed to be registered for the account of any other Holders, ratably among such Holders based on the respective amounts of Registrable Securities held by such Holders, pursuant to any Piggyback Registration rights, other than the Piggyback Registration rights set forth in Section 2.6 hereof. (b) If the registration statement filed pursuant to a Demand Registration is declared effective any time between the Second Anniversary and on or before the last day of the 42nd month following the IPO, and the combined aggregate number of Registrable Securities held by the Lxxxxx Holders and the Vestar Holders is no less than 50% of the total number of Registrable Securities held by the Lxxxxx Holders and Vestar Holders immediately following the redemption contemplated to occur in connection with the IPO, (i) first, all Registrable Securities requested to be registered in the Demand Registration by any Lxxxxx Holders and Vestar Holders and, if applicable, all Registrable Securities proposed to be registered for the account of the Shinsei Holders pursuant to the Piggyback Registration rights set forth in Section 2.6 hereof, pro rata among such Lxxxxx Holders, Vestar Holders and the Shinsei Holders based on the respective amounts of Registrable Securities held by them and available for sale, in such amount that for every two Registrable Securities requested to be registered by such Lxxxxx Xxxxxx, Vestar Holder or Shinsei Holder and accepted for inclusion in the Demand Registration, the remaining Holders shall have been accepted for inclusion in the Demand Registration one Registrable Security requested to be registered by such Holders; and (ii) second, any securities proposed to be registered by the Company or any securities proposed to be registered for which inclusion the account of any other persons, with such priorities among them as the Company shall determine. (c) If (x) the registration statement filed pursuant to a Demand Registration is declared effective any time between the Second Anniversary and on or before the last day of the 42nd month following the IPO, and the combined aggregate number of Registrable Securities held by the Lxxxxx Holders and the Vestar Holders is less than 50% of the total number of Registrable Securities held by the Lxxxxx Holders and Vestar Holders immediately following the redemption contemplated to occur in connection with the IPO, or (y) the registration statement pursuant to a Demand Registration is declared effective after the last day of the 42nd month following the IPO: (i) first, all Registrable Securities requested to be registered in the Demand Registration by any Lxxxxx Holders, Vestar Holders, Shinsei Holders and any other Holder who so requests to have Registrable Securities registered in such Demand Registration, as pro rata, based on the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount number of Registrable Securities owned available for sale (after giving effect to any transfer restrictions relating to such Registrable Securities) by all Persons included in each respective Holder; and (ii) second, any securities proposed to be registered by the Company or any securities proposed to be registered for the account of any other persons, with such selling holder, priorities among them as defined the Company shall determine. (d) Notwithstanding any provision in this sentence. No securities excluded from Section 2.4 or elsewhere in the underwriting by reason Agreement, no Registrable Securities proposed to be registered for the account of the underwriter’s marketing limitation Shinsei Holders pursuant to the Piggyback Registration rights set forth in Section 2.6 hereof shall be included in any registration statement prior to the expiration of the restrictions on transfer applicable to such registrationRegistrable Securities.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement offering pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities offering shall be allocated as follows, unless included in the underwriter requires a different allocationfollowing order: (i) first, subject to the following paragraph, Existing Shares, on a pro rata among basis based upon the holders number of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holdersowned; and (ii) second, any other shares of Common Equity Securities, on a pro rata basis based upon the number of Common Equity Securities owned. In connection with any Demand Registration to which the provisions of this subsection (b) apply, no securities for which inclusion in other than Registrable Securities shall be covered by such Demand Registration, as and such registration shall not reduce the case may be, was number of available Demand Registrations under this Section 2 in the event that the Registration Statement excludes more than 20% of the aggregate number of Registrable Securities requested to be included by the CorporationDemanding Stockholder. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior Notwithstanding anything herein to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distributioncontrary, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless if the managing underwriter requires a different allocationor managing underwriters (if any) with respect to such selling holder shall be based upon determine that the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason inclusion of the underwriter’s marketing limitation shall number of Existing Shares proposed to be included in any such registrationoffering would adversely affect the marketability of such offering, HII may exclude such number of Existing Shares as necessary or desirable to negate such adverse impact.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offeringan Underwritten Offering, and the managing underwriter or underwriters underwriter(s) advise the holders of such securities Sponsor in writing that in its view good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success price, timing or distribution of such offering (including securities proposed to be included by other holders of securities Holders entitled to include such securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering Underwritten Offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro any Registrable Securities for which inclusion in such Demand Registration was requested by the Sponsor; (ii) second, pro-rata among the holders Holders of Registrable Securities other than the Sponsor that have requested to participate in such Demand Registration on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holdersHolders; (iii) third, pro-rata among any other Holders entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; and (iiiv) secondfourth, the any securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentenceCompany. No securities excluded from the underwriting Underwritten Offering by reason of the underwriter’s managing underwriter(s)’ marketing limitation limitations shall be included in such registrationoffering.

Priority on Demand Registration. If any the sole or managing underwriter of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and advises the managing underwriter or underwriters advise the holders of such securities Company in writing that in its view opinion the total number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or dollar amount the marketability thereof, the Company will include in such registration the greatest number of (i) Registrable Securities proposed to be sold registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in such offering is such as respect of Registrable Securities hereunder proposed to adversely affect be registered by the success of such offering holders thereof and (including iii) securities proposed to be included registered by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that Company for its own account which in the opinion of such managing underwriter underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offeringoffering or the marketability thereof, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata ratably among the holders of Registrable Securities Securities, the holders of such Other Registration Rights and the Company, based (A) as between the Company and such holders requesting registration, on the basis respective amounts of the percentage of the Registrable Securities securities requested to be included in registered and (B) as among the holders requesting registration, on the respective amounts of Registrable Securities (whether requested to be registered pursuant to Section 5.1 or 5.2) and securities subject to such Other Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand RegistrationRights, as the case may be, was requested held by each such holder; provided, however, that the Corporation. For purposes Company shall have the right (the "Priority Right") to receive priority over all holders of any underwriter cutback, all Registrable Securities held by in any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed Demand Registration to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) effected under this Section 5.1 with respect to securities that the Company proposes to include in such selling holder shall be based upon registration for its own account by giving written notice of its election to exercise such Priority Right to the aggregate amount holders of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationrequesting registration thereof.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in good faith in writing that that, in its view their view, the total number or dollar amount of Registrable Securities securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities any Persons exercising Additional Piggyback Rights (“Additional Piggyback Securities”)) exceeds the largest amount (the “Section 3(b) Sale Amount”) that can be sold in an orderly manner in such Registration Statement pursuant underwritten offering within a price range acceptable to incidental or piggyback registration rights)the party that initiated such Demand Registration, then there shall be included in such firm commitment underwritten offering the number or dollar an amount of Registrable Securities that in securities not exceeding the opinion of such managing underwriter can be sold without adversely affecting such offeringSection 3(b) Sale Amount, and such number amount of Registrable Securities securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) In all underwritten Demand Registrations: (A) first, pro rata among the Major Shareholders on the basis of the number of Registrable Securities then owned by each such Major Shareholder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all Major Shareholders requesting inclusion; (B) second, pro rata among the other holders of Registrable Securities on the basis of the percentage number of the Registrable Securities requested then owned by each such holder requesting inclusion in relation to be included in the aggregate number of Registrable Securities owned by all such Registration Statement by such holders; andother holders requesting inclusion; (iiC) secondthird, the any securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the CorporationCorporation on its own behalf; and (D) fourth, pro rata among all Persons requesting that Additional Piggyback Securities be included in such underwritten offering, on the basis of the number of Additional Piggyback Securities then owned by each such Person requesting inclusion in relation to the aggregate number of Additional Piggyback Securities owned by all such Persons requesting inclusion. For purposes of any underwriter cutbackcutback pursuant to this Section 3(b), Section 4(b) or Section 4(c)(ii), (x) all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by (i) the partners, retired partners, shareholders or Affiliates of such holder, or (ii) the estates and family members of any such holder or such partners and holder’s partners, retired partners, shareholders or Affiliates, (iii) any trusts for the benefit of any of the foregoing Persons and, and (iv) at the election of such holder or such holder’s partners, retired partners, trust shareholders, trusts, family members or Affiliates, any charitable organization, in each case to whom or which any of the foregoing Class A Common Stock shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holderholder of Registrable Securities, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in with such selling holderholder pursuant to clauses (i) through (iv) of this paragraph, and (y) all Registrable Securities held by the Permira Shareholder shall also include any Registrable Securities held by the Permira Co-Investor, together with any Registrable Securities included as defined in Registrable Securities held by the Permira Shareholder or the Permira Co-Investor pursuant to clause (x) of this sentenceparagraph. No securities Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation cutback shall be included in such registrationunderwritten offering.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that that, in its view view, the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such the Registration Statement pursuant to incidental or piggyback registration rights), then there the amount of securities to be offered (i) for the account of the members of the Demanding Qualified Holder Group and any other holders of Registrable Securities and (ii) for the account of all such other Persons (other than members of the Demanding Qualified Holder Group) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such firm commitment underwritten offering to the number or dollar amount of Registrable Securities that in the opinion of recommended by such managing underwriter can or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be sold without adversely affecting included by such offeringother Persons and then, if necessary, reducing the securities requested to be included by the members of the Demanding Qualified Holder Group and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the any other holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii. In connection with any Demand Registration to which the provisions of this Section 3(b) secondapply, the no securities for which inclusion in other than Registrable Securities shall be covered by such Demand Registration, Registration except as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, provided in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such executionSection 3(d)(ii) hereof, and such holder and other Persons registration shall be deemed to be a single selling holder, and any pro rata reduction (unless not reduce the managing underwriter requires a different allocation) number of available registrations with respect to such selling holder shall be based upon the Demanding Qualified Holder Group under this Section 3 in the event that the Registration Statement excludes more than 25% of the aggregate amount number of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason that members of the underwriter’s marketing limitation shall Demanding Qualified Holder Group requested be included in such registrationincluded.

Priority on Demand Registration. If any of the Registrable Securities are to be registered pursuant to a Demand Registration are Registration, the Company shall provide written notice to the other holders of Registrable Securities and will permit all such holders who request to be sold included in a firm commitment underwritten offeringthe Demand Registration to include any and all Registrable Securities held by such holders in such Demand Registration. Notwithstanding the foregoing, and in the case of an Underwritten Demand Registration, if the managing underwriter or underwriters of the underwritten offering to which such Underwritten Demand Registration relates advise the holders of such securities in writing that Registrable Securities that, in its view or their opinion, the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that such holders intend to sell pursuant to such Underwritten Demand Registration exceeds the maximum amount that can be marketed (i) at a price reasonably related to the current market price of the Common Stock or (ii) without materially and adversely affecting such offering, then the number of Registrable Securities to be sold pursuant to such Demand Registration will, if necessary, be reduced and there will be included in such underwritten offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold at a price reasonably related to the current market price of the Common Stock and without materially and adversely affecting the success of such offering, and such number of . Any reduction in Registrable Securities shall will be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata PRO RATA among the holders of Registrable Securities on the basis of the percentage amount of the Registrable Securities requested to be included therein by each such holder. Any holders of Common Stock that are not Registrable Securities who are entitled to include their shares in such a Demand Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested pursuant to "piggyback" rights granted by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder Company in compliance with Section 1.3(c) shall also include have their shares excluded from the Demand Registration before any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case are excluded pursuant to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationSection 1.2(c).

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a one or more firm commitment underwritten offeringofferings, the Company may also provide written notice to holders of its equity securities (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and will permit all such holders who request to be included in the Demand Registration to include any or all equity securities held by such holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters advise of the offering to which such Demand Registration relates advises the holders of such securities in writing Registrable Securities that in its view the total number or dollar amount of Registrable Securities proposed and securities that such equity security holders intend to be sold include in such offering Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering offering, then (including i) first, the amount of securities proposed to be offered for the account of the holders of such other equity securities will be reduced, to zero if necessary (pro rata among such holders on the basis of the amount of such other securities to be included therein by other holders each such holder), and (ii) second, the number of securities entitled to include securities Registrable Securities included in such Demand Registration Statement pursuant to incidental or piggyback registration rights)will, then if necessary, be reduced and there shall will be included in such firm commitment underwritten offering only the number or dollar amount of Registrable Securities that that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall to be included in therein by each such registrationholder.

Priority on Demand Registration. If (a) The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the shares of Registrable Securities registered pursuant included in such registration, which consent will not be unreasonably withheld. If the Holders of a majority of the shares of Registrable Securities included in such registration so request or otherwise agree, the Company may, in its sole discretion, include in any Demand Registration securities owned by the Holders of Registrable Securities which are not Registrable Securities. If the Company permits the inclusion of such securities, Holders owning such securities, in addition to the costs set forth in Section 6.2, shall pay all incremental costs associated with the inclusion of such securities in the Registration Statement, including but not limited to, all increments in registration, filing fees, and NASD fees. (b) If a Demand Registration are to be sold in a firm commitment involves an underwritten offering, offering and the managing underwriter or underwriters shall advise the holders of such securities Company in writing that that, in its view their opinion, the total number or dollar amount of Registrable Securities proposed and, as permitted hereunder, other securities requested to be included in such offering exceeds the number which can be sold in such offering is such as to adversely affect without an adverse effect on the success of such offering (including securities proposed to be included by other holders of securities entitled to offering, then the Company will include securities in such Registration Statement pursuant Demand Registration, to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the extent of the number or dollar amount of Registrable Securities that in which the opinion of such managing underwriter Company is so advised can be sold in such offering without adversely affecting having such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: an adverse effect: (i) first, pro rata among prior to the holders inclusion of any securities which are not Registrable Securities, the number of Registrable Securities on requested to be included (subject to the basis provisions of the percentage of the Section 3.2(h) hereof if all such Registrable Securities requested cannot be included in such underwritten offering); and (ii) second, all other securities which are permitted to be included in such Registration Statement by such holders; and (iipursuant to Section 3.3(a) secondof this Agreement, allocated on a pro rata basis among the securities for which inclusion in such Demand Registration, as holders thereof based upon the case may be, was requested by the Corporation. For purposes total number of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates shares of such holder, or other securities proposed to be included in the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of registration. Notwithstanding any of the foregoing Persons andforegoing, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to securities which any of the foregoing shall have been distributed, transferred or contributed are not Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall only be included in such Demand Registration Statement to the extent that, in the opinion of the underwriters, such securities can be sold without having an adverse effect on the Company. Registrable Securities excluded or withdrawn from the underwriting in accordance with this Section 3.3(b) shall be withdrawn from the registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders Initiating Holders of Registrable Securities such Demand Registration on the basis of the percentage of the Registrable Securities requested to be included in for which the Demand Notice was submitted by each such Registration Statement by such holders; andInitiating Holder; (ii) second, pro rata among the other holders of Registrable Securities who timely submitted a written request for inclusion of any of their Registrable Securities in such Demand Registration in accordance with this Agreement; (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes Company; and (iv) fourth, subject to subsection (e) hereof, pro rata among the other Members of any underwriter cutback, all the Company based on the percentage of Registrable Securities held by for which the other Members timely submitted a request for inclusion. In connection with any Shareholder shall also include any Demand Registration to which the provisions of this subsection (b) apply, no securities other than Registrable Securities held shall be covered by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, Demand Registration except as provided in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such executionsubsection (e)(ii) hereof, and such holder and other Persons registration shall be deemed to be a single selling holder, and any pro rata reduction not reduce the number of available registrations under this Section 3 in the event that the Registration Statement excludes more than twenty-five percent (unless the managing underwriter requires a different allocation25%) with respect to such selling holder shall be based upon of the aggregate amount number of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall that holders requested be included in such registrationincluded.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement offering pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities offering shall be allocated as follows, unless included in the underwriter requires a different allocationfollowing order: (i) first, Investor Shares, on a pro rata among basis based upon the holders number of Registrable Securities owned; (ii) second, subject to the following paragraph, Management Shares, on a pro rata basis based upon the number of Registrable Securities owned; and (iii) third, any other shares of Common Equity Securities, on a pro rata basis based upon the number of Common Equity Securities owned. In connection with any Demand Registration to which the provisions of this subsection (b) apply, no securities other than Registrable Securities shall be covered by such Demand Registration, and such registration shall not reduce the number of available Demand Registrations under this Section 2 in the event that the Registration Statement excludes more than 20% of the percentage aggregate number of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the CorporationDemanding Stockholder. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior Notwithstanding anything herein to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distributioncontrary, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless if the managing underwriter requires a different allocationor managing underwriters (if any) with respect to such selling holder shall be based upon determine that the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason inclusion of the underwriter’s marketing limitation shall number of Management Shares proposed to be included in any such registrationoffering would adversely affect the marketability of such offering, WIND may exclude such number of Management Shares as necessary or desirable to negate such adverse impact.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a one or more firm commitment underwritten offeringofferings, the Company may also provide written notice to holders of its equity securities (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and will permit all such holders who request to be included in the Demand Registration to include any or all equity securities held by such holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering to which such Demand Registration relates advise the holders of such securities in writing Registrable Securities that in its view the total number or dollar amount of holders of Registrable Securities proposed and securities that such equity security holders intend to be sold include in such offering Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering offering, then (including i) first, the amount of securities proposed to be offered for the account of the holders of such other equity securities will be reduced, to zero if necessary (pro rata among such holders on the basis of the amount of such other securities to be included therein by other holders each such holder), and (ii) second, the number of securities entitled to include securities Registrable Securities included in such Demand Registration Statement pursuant to incidental or piggyback registration rights)will, then if necessary, be reduced and there shall will be included in such firm commitment underwritten offering only the number or dollar amount of Registrable Securities that that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall to be included in therein by each such registrationholder.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offeringUnderwritten Offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering Underwritten Offering the maximum number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires managing underwriter(s) require a different allocation:allocation (provided, however, that any reallocation methodology with respect to any Principal Stockholder be applied to all Principal Stockholder on a pro rata basis): (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage such holders’ ownership of the Registrable Securities requested to be included in such Registration Statement by such holdersSecurities; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any the underwriter cutbackcutback set forth in this Section 4(b), all Registrable Securities held by any Shareholder Stockholder shall also include any Registrable Securities held by the partners, retired partnersmembers, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners partners, members and retired partnersshareholders, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partnersmembers, trust shareholders, trusts or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offeringUnderwritten Offering; provided that such distribution, transfer or contribution occurred not more than 90 ninety (90) days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires underwriter(s) require a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant subject to a Demand Registration, an S-3 Registration or a Shelf Registration are to be sold in a firm commitment underwritten offering, Underwritten Offering and the managing underwriter or underwriters of a Demand Registration, an S-3 Registration or a Shelf Registration advise the holders of such securities Company and the Investors in writing that in its view or their opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to Demand Registration, S-3 Registration or Shelf Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without materially and adversely affect affecting the success price, timing or distribution of such offering (including securities proposed to be included by other holders of securities entitled to the Registrable Securities, the Company shall include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in only such firm commitment underwritten offering the maximum number or dollar amount of Registrable Securities that which, in the reasonable opinion of such managing underwriter can be sold without adversely affecting such offering, and such number in the following order of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: priority: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Demand Registration, S-3 Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand or Shelf Registration, as the case may be, was requested by the CorporationInvestors pursuant to this Section 5(e) and the other Investors pursuant to Section 4 and (ii) second, the Securities to be offered by the Company in such Demand Registration, S-3 Registration or Shelf Registration. For purposes of any underwriter cutback, all To the extent that the Registrable Securities held by any Shareholder shall also include any to be included in the Demand Registration, S-3 Registration or Shelf Registration must be allocated among the Investors pursuant to clause (i) above, such Registrable Securities held shall be allocated pro rata among the Investors based on the relative number of Registrable Securities then actually owned by the partnersInvestors; provided, retired partnershowever, shareholders that if the Demand Registration, S-3 Registration or Affiliates of such holderShelf Registration is an Underwritten Offering, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of or underwriters may select Registrable Securities owned by all Persons included for inclusion in such selling holderDemand Registration, as defined in this sentence. No securities excluded S-3 Registration or Shelf Registration from the underwriting by reason Investors on a basis other than on such pro rata basis if, in the reasonable opinion of such underwriter or underwriters, selection on such other basis would be material to the success of the underwriter’s marketing limitation shall be included in such registrationoffering.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offeringUnderwritten Offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its their view marketing factors (including an adverse effect on the total per share offering price) require a limitation on the number or dollar amount of Registrable Securities proposed to which would otherwise be sold included in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)Demand Registration, then there shall be included in such firm commitment underwritten offering Underwritten Offering the maximum number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires managing underwriter(s) require a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any the underwriter cutbackcutback set forth in this Section 4(b), all Registrable Securities held by any Shareholder Stockholder shall also include any Registrable Securities held by the partners, retired partnersmembers, shareholders stockholders or Affiliates of such holder, or the estates and family members of any such holder or such partners partners, members, stockholders and retired partnersAffiliates, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partnersmembers, trust stockholders, trusts, family members or Affiliates, any charitable organization, in each case to whom or to which any of the foregoing Registrable Securities shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such executionUnderwritten Offering, and such holder and other Persons shall be deemed to be a single selling holderholder of Registrable Securities, and any pro rata reduction (unless the managing underwriter requires underwriter(s) require a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in within such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation limitations set forth in the immediately preceding paragraph shall be included in such registrationUnderwritten Offering.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offeringoffering (the “Maximum Offering Size”), and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata the securities for which inclusion in such Demand Registration was requested by the Demand Shareholders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, such that each Demand Shareholder sells the number of Registrable Securities (the “Allocated Shares”) equal to either (1) if the number of Registrable Securities for which inclusion in such Demand Registration was requested by such Demand Shareholder (such number, the “Requested Shares”) is equal to, or less than, 50% of the Maximum Offering Size, then the Requested Shares; or (2) if the Requested Shares are greater than 50% of the Maximum Offering Size, then the number of Registrable Securities equal to the greater of (A) 50% of the Maximum Offering Size and (B) the difference between (w) the Maximum Offering Size and (x) the number of Registrable Securities for which inclusion in such Demand Registration was requested by the other Demand Shareholder; provided that for the purposes of the allocation in this Section 2(b)(i), (y) Sprint and its successors and permitted assigns that are each Requisite Shareholders and are participating in such offering (the “Sprint Demand Shareholders”) shall be deemed to constitute one Demand Shareholder and (z) Virgin and its successors and permitted assigns that are each Requisite Shareholders and are participating in such offering (the “Virgin Demand Shareholders”) shall be deemed to constitute one Demand Shareholder; and provided further, that following the allocation described above, each of Sprint and Virgin shall have the right to determine the further allocation of their respective Allocated Shares among the Sprint Demand Shareholders and the Virgin Demand Shareholders, respectively, in their sole discretion; (ii) second, among the other holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested owned directly or indirectly by each such Shareholder or other Person pro rata relative to be included in the number of Registrable Securities owned directly or indirectly by all such Registration Statement by such holdersPersons; and (iiiii) secondthird, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the CorporationCompany. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partnersholder, any trusts for the benefit of any of the foregoing Persons persons and, at the election of such holder or such partners, retired partners, trust trusts or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities Common Stock owned by all Persons entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of The Stockholder shall have the Registrable Securities registered pursuant right to request that a Demand Registration are be effected as an underwritten offering at any time, subject to this Section 1, by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be sold disposed of by the Stockholder in a firm commitment such underwritten offering. If the Stockholder proposes to participate in such underwriting, it shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Company and reasonably acceptable to the Stockholder, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) the Stockholder shall not be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of the Stockholder shall be limited as provided in Section 7(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorney and other documents reasonably required under the terms of such underwriting agreement. If the managing underwriter or underwriters advise underwriter(s) for such an underwritten offering advise(s) the holders of such securities Company and the Stockholder in writing that in its view the total number or dollar amount or number of Registrable Securities proposed which the Stockholder desires to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering is such as to without adversely affect affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (including securities proposed to be included by other holders such maximum dollar amount or maximum number of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rightssecurities, as applicable, the “Maximum Threshold”), then there the Company shall include in such registration: (1) first, the Registrable Securities which the Stockholder has requested be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting exceeding the Maximum Threshold; (2) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any; provided, that if requests to register Common Stock or other securities pursuant to this clause (3) when combined with registration requests pursuant to clauses (1) and (2) exceed the Maximum Threshold, the Company shall include in such offeringregistration all of the securities requested to be included pursuant to clauses (1) and (2) and for requestors pursuant to this clause (3), and such number the amount of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, securities pro rata among in accordance with the holders amount of Registrable Securities on the basis of the percentage of the Registrable Securities securities each securityholder has requested to be included in the offering, regardless of the number of securities held by each such Registration Statement by such holdersPerson; and and (ii4) secondfourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1), (2) and (3), the securities Common Stock that other stockholders desire to sell that can be sold without exceeding the Maximum Threshold to the extent that the Company, in its sole discretion, wishes to permit such sales pursuant to this clause (4). A request for which inclusion an underwritten offering may be withdrawn by the Stockholder within ten calendar days of receipt and prior to the date the registration statement in respect of such underwritten offering has been declared effective, and, in such Demand Registrationevent, such withdrawal shall not be treated as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts a request for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to an underwritten offering which any of the foregoing shall have been distributedeffected pursuant to the immediately preceding paragraph; provided, transferred or contributed Registrable Securities a request for an underwritten offering withdrawn by the Stockholder prior to the execution effectiveness of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons applicable registration statement shall be deemed to be counted as a single selling holder, and any pro rata reduction (Demand Registration by the Stockholder for the purposes of Section 1.4(d) unless the managing underwriter requires a different allocation) with respect Stockholder reimburses the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such selling holder registration statement (in which event such registration statement shall not be based upon the aggregate amount counted as “effected” for purposes of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationSection 1.4(d)).

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters underwriter(s) advise the holders Holders of such securities in writing that in its view (or their) good-faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities Holders entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires underwriters require a different allocation: (i) first, to the CD&R Investors and their Affiliates that are Holders requesting such registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights), pro rata among the holders of Registrable Securities on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by the CD&R Investors and their Affiliates that are Holders, until, with respect to each such Holder, all Registrable Securities requested to be for registration by such Holders have been included in such Registration Statement by such holders; andregistration; (ii) second, among the Holders (other than the CD&R Investors and their Affiliates that are Holders) requesting such registration pursuant to incidental or piggyback registration rights pro rata, with respect to the Holders, on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders, until, with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration; and (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationCompany.

Priority on Demand Registration. If Section 9D of the Agreement (as had been previously amended by (1) Section 2.8 of that Recapitalization Agreement, dated September 17, 2010, by and among the Company, the Indigo Investors, the Oaktree Investors and the Co-Investors and (2) Section 1.4 of Amendment No. 1 to Recapitalization Agreement, dated May 25, 2011, by and among the Company, the Indigo Investors and the Oaktree Investors) specifies certain priorities as among Oaktree Registrable Securities and Indigo Registrable Securities as to the first $30,600,000 in gross proceeds (before deduction of underwriters’ commissions) from the sale of such Registrable Securities in registered public offerings (the “Base Priority”), with the balance of any of shares includable in future Demand Registrations to be allocated solely among Oaktree Registrable Securities and Indigo Registrable Securities. Notwithstanding such priorities, the Oaktree Investors and the Indigo Investors hereby agree that, with respect to the first Demand Registration under this Agreement, that the Registrable Securities registered pursuant to included in such registration shall consist of (x) first, a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be which, along with shares of Common Stock sold by the Oaktree Investors and Indigo Investors in the overallotment in the Company’s initial Public Offering, constitutes the Base Priority, and (y) any remaining Oaktree Registrable Securities and Indigo Registrable Securities included in such offering is such as Demand Registration, and any shares of Common Stock held by the Company’s employees or directors designated by the Indigo Investors or the Oaktree Investors to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: first Demand Registration (i) first“Additional Shares”), pro rata among the holders of such Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registrationor Additional Shares, as the case may be, was requested on the basis of the number of such shares of Registrable Securities or Common Stock, as the case may be, owned by each such holder; provided, however, that the inclusion any Additional Shares in such Demand Registration shall be conditioned upon each holder of Additional Shares (1) agreeing in writing to be bound by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates Investor Rights Agreement and family members of any such holder or such partners and retired partners, any trusts (2) executing a lock-up agreement for the benefit of the underwriters that is substantially similar to any of lock-up agreement executed by the foregoing Persons and, at Indigo Investors and the election of such holder Oaktree Investors (or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationtheir respective designees).

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment an underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing CD&R Investor or its Affiliates that in its view good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires underwriters require a different allocation: (i) first, pro rata among to the holders CD&R Investor and its Affiliates that are Holders of Registrable Securities requesting such registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights), until all Registrable Securities requested for registration by the CD&R Investor and its Affiliates that are Holders of Registrable Securities have been included in such registration; (ii) second, among the Holders of Registrable Securities (other than CD&R Investor and its Affiliates) requesting such registration pursuant to incidental or piggyback registration rights pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders until, with respect to each such Holder, all Registrable Securities requested to be for registration by such Holders have been included in such Registration Statement by such holdersregistration; and (iiiii) secondthird, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationCompany.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a one or more firm commitment underwritten offeringofferings, the Company may also provide written notice to holders of its equity securities (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and will permit all such holders who request to be included in the Demand Registration to include any or all equity securities held by such holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering to which such Demand Registration relates advise the holders of such securities in writing Registrable Securities that in its view the total number or dollar amount of holders of Registrable Securities proposed and securities that such equity security holders intend to be sold include in such offering Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering offering, then (including i) first, the amount of securities proposed to be offered for the account of the holders of such other equity securities will be reduced, to zero if necessary (pro rata among such holders on the basis of the amount of such other securities to be included therein by other holders each such holder), and (ii) second, the number of securities entitled to include securities Registrable Securities included in such Demand Registration Statement pursuant to incidental or piggyback registration rights)will, then if necessary, be reduced and there shall will be included in such firm commitment underwritten offering only the number or dollar amount of Registrable Securities that that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall to be included in therein by each such registration.holder. (d)

Priority on Demand Registration. If Holders of a majority of the then outstanding Registrable Securities shall have the right to request that a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be disposed of by such Holder in such underwritten offering. All Holders proposing to participate in such underwriting shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by a majority of the Registrable Securities registered included in such offering, which underwriter(s) shall be reasonably acceptable to the Company, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 7(b) hereof, (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents required under the terms of such underwriting agreement, (iii) provide all customary information reasonably requested by the Company or the underwriter in connection with such registration; and (iv) comply with all federal and state securities laws applicable thereto in connection with such registration. If the managing underwriter(s) for an underwritten offering advise(s) the Company and the Holders in writing that the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to a Demand Registration are written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in a firm commitment such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Threshold”), then the Company shall include in such registration: (1) the Registrable Securities (pro rata in accordance with the number of Registrable Securities which such Holders have requested be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each such Person) that can be sold without exceeding the Maximum Threshold; (2) to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the managing underwriter Common Stock or underwriters advise other securities for the holders account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any, with such securities in writing Persons and that can be sold without exceeding the Maximum Threshold; and (4) to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1), (2) and (3), the Common Stock that other stockholders desire to sell that can be sold without exceeding the Maximum Threshold to the extent that the Company, in its view sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn by Holders of a majority of the total number or dollar amount of Registrable Securities proposed to be sold included in such offering is such as prior to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities consummation thereof, and, in such Registration Statement event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent CPAM: 9910021.10 (50%) of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the all Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion registered in such Demand Registration, as the case may be, was requested Registration by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of Holders initiating such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organizationDemand Registration are, in each case to which any of the foregoing shall have been distributedfact, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included registered in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocationallocation as between the Company and the selling holders: (i) first, pro rata among the direct or indirect holders of Registrable Securities on the basis of the percentage relative number of the shares of Registrable Securities requested to be included in such Registration Statement by each such holdersholder; and (ii) second, the securities to be sold by the Corporation for its own account for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons persons and, at the election of such holder or such partners, retired partners, trust or Affiliatesaffiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocationallocation as between the Company and the selling holders) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities Common Stock owned by all Persons entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If The Company will not include any Demand Registration any securities which are not Registrable Securities if the managing underwriter determines that inclusion of such other securities impairs the offering of the Registrable Securities, without the prior written consent of the holders of a majority of the Registrable Securities registered pursuant to included in such registration. If a Demand Registration are to be sold in a firm commitment is an underwritten offering, offering and the managing underwriter or underwriters advise the holders of such securities Company in writing that in its view their opinion the total number or dollar amount of Registrable Securities proposed and, if permitted hereunder, other securities requested to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering exceeds the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall and other securities, if any, which can be allocated as follows, unless the underwriter requires sold in an orderly manner in such offering within a different allocation: (i) first, pro rata among price range acceptable to the holders of a majority of the Registrable Securities on requesting registration, the basis Company will include in such registration prior to the inclusion of any securities which are not Registrable Securities the percentage number of the Registrable Securities requested to be included which in the opinion of such Registration Statement by underwriters can be sold in an orderly manner within the price range of such holders; and (ii) secondoffering, the securities for which inclusion in such Demand Registration, shares shall be selected from among those requested to be included as the case may be, was requested by the Corporation. For purposes of any underwriter cutbackfollows: first, all Series D Registrable Securities held by any Shareholder shall also include any and Medtronic Registrable Securities, pro rata among the respective holders thereof on the basis of the amount of Series D Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Medtronic Registrable Securities owned by all Persons included in each such selling holder, as defined in this sentence. No securities excluded with any remaining Registrable Securities selected from other Registrable Securities requested to be included, pro rata among the underwriting by reason respective holders thereof on the basis of the underwriter’s marketing limitation shall be included amount of such Registrable Securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in such registrationDemand Registrations which are not at the Company's expense must pay their share of the Registration Expenses as provided in paragraph 5 hereof.

Priority on Demand Registration. If any the sole or managing underwriter of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and advises the managing underwriter or underwriters advise the holders of such securities Company in writing that in its view opinion the total number or dollar amount of Registrable Securities proposed and other securities requested to be included exceeds the maximum number of Registrable Securities and other securities (the “Underwriter’s Maximum Number”) which can be sold in such offering is such as to without adversely affect affecting the success distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, then the Company shall be required to include in such registration only such number of securities as is equal to the Underwriter’s Maximum Number (including securities proposed to be included by other the “Demand Registration Cutback”) and the Company and the holders of securities entitled to include securities Registrable Securities shall participate in such Registration Statement pursuant to incidental or piggyback registration rights)offering in the following order of priority: (A) first, then there shall be included in such firm commitment underwritten offering the registration that number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities Requesting Holders shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities have requested to be included in such Registration Statement by offering pursuant to either Section 3(a)(i) or Section 3(b)(i), and that does not exceed the Underwriter’s Maximum Number; provided, however, that holders who request registration pursuant to Section 3(b)(i) shall not be entitled to participate in any such holdersregistration if the sole or managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of such holders would adversely affect the marketability of the securities being sold in such registration; (B) second, the Company shall be entitled to include in such registration that number of securities that it proposes to offer and sell for its own account to the full extent of the remaining portion of the Underwriter’s Maximum Number; and (iiC) secondthird, the number of securities for which inclusion that other holders shall have requested to be included in such Demand Registrationregistration pursuant to Other Registration Rights, as to the full extent of the remaining portion of the Underwriter’s Maximum Number; provided, however, that such other holders shall not be entitled to participate in any such registration if the sole or managing underwriter (or, in the case may beof an offering that is not underwritten, was requested by an investment banker) shall determine in good faith that the Corporationparticipation of other holders would adversely affect the marketability of the securities being sold in such registration. For purposes In the event that a Demand Registration Cutback results in less than all of any underwriter cutback, all the Registrable Securities held by any Shareholder shall also include any that are requested to be included in such registration actually being included in such registration, then the number of Registrable Securities held by the partners, retired partners, shareholders or Affiliates of that shall be included in such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any registration shall be allocated pro rata among all of the foregoing Persons and, at the election holders of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed requested Registrable Securities to be a single selling holder, and any pro rata reduction (unless included in such registration based on the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount relative number of Registrable Securities owned by all Persons included in each such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationPerson.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant subject to a Demand Registration are to be sold in a firm commitment underwritten offering, Underwritten Offering and the managing underwriter or underwriters of a Demand Registration advise the Company and the holders of such securities Registrable Securities in writing that in its view or their opinion the total number or dollar amount of Registrable Securities shares of Common Stock proposed to be sold in such offering is such as to Demand Registration exceeds the maximum number of shares of Common Stock specified by the managing underwriter that may be distributed without materially and adversely affect affecting the success price, timing or distribution of such offering (including securities proposed to be included by other holders of securities entitled to the Registrable Securities, the Company shall include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in only such firm commitment underwritten offering the maximum number or dollar amount of Registrable Securities that which, in the reasonable opinion of such managing underwriter can be sold without adversely affecting such offering, and such number in the following order of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: priority: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Demand Registration Statement pursuant to Section 3 or this Section 4 by such holdersany holder; and (ii) secondsecond the Other Securities requested to be included in such Demand Registration pursuant to Section 3 or this Section 4 by the holder of such Other Securities; and (iii) third, the securities for which inclusion shares of Common Stock to be offered by the Company in such Demand Registration. To the extent that the Registrable Securities or Other Securities, as the case may be, was requested by to be included in the Corporation. For purposes Demand Registration must be allocated among the holder(s) of any underwriter cutback, all Registrable Securities held pursuant to clause (i) or (ii) above, such Registrable Securities or Other Securities, as the case may be, shall be allocated pro rata among the applicable holder(s) of Registrable Securities or Other Securities, as the case may be, based on the relative number of Registrable Securities or Other Securities, as the case may be, then owned by any Shareholder shall also include such holder(s) of Registrable Securities or Other Securities, as the case may be (provided that any Registrable Securities held by or Other Securities, as the partnerscase may be, retired partners, shareholders or Affiliates of such holder, or the estates and family members of thereby allocated to any such holder or that exceed such partners and retired partners, any trusts for holder's request will be reallocated among the benefit of any of the foregoing Persons and, at the election remaining registering holders of such holder or such partnerssecurities in like manner); provided, retired partnershowever, trust or Affiliatesthat if the Demand Registration is an Underwritten Offering, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of or underwriters may select Registrable Securities owned by all Persons included for inclusion in such selling holder, as defined in this sentence. No securities excluded Demand Registration from the underwriting by reason Management Investors on a basis other than such pro rata basis if, in the reasonable opinion of such underwriter or underwriters, selection on such other basis would be material to the success of the underwriter’s marketing limitation shall be included in such registrationoffering.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a one or more firm commitment underwritten offeringUnderwritten Offerings, BHR may also provide written notice to holders of its equity securities (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and will permit all of those holders who request to be included in the Demand Registration to include any or all equity securities held by those holders in that Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters advise of the holders of such securities in writing Underwritten Offering to which that in its view Demand Registration relates advises the Stockholders whose Registrable Securities are being registered that the total number or dollar amount of Registrable Securities proposed and securities that the other equity security holders intend to be sold include in such offering that Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering the offering, then (including i) first, the amount of securities proposed to be offered for the account of the holders of the other equity securities will be reduced, to zero if necessary, pro rata among the holders on the basis of the amount of the other securities to be included therein by other holders each holder and (ii) the number of securities entitled to include securities Registrable Securities included in such Demand Registration Statement pursuant to incidental or piggyback registration rights)will, then if necessary, be reduced and there shall will be included in such firm commitment underwritten offering Underwritten Offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without materially and adversely affecting the success of such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall to be included in such registrationtherein by each holder.

Priority on Demand Registration. If In the event that a registration pursuant to Section 2.1 or 2.2 is for an Underwritten Offering, the Corporation shall promptly so advise the Holders. In such event, the right of any Holder to enter into a registration statement pursuant to Section 2.1 or 2.2 shall be conditioned on such Holder's participation in the underwriting arrangements required by this Section 2.3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Corporation shall (together with all Holders and other holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority of the Holders, but subject to the Corporation's reasonable approval. Notwithstanding any other provision of this Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and registration and underwriting (ii) secondprovided that securities of all other security holders are not included therein). In the event of a limitation on the number of Registrable Securities to be included in a registration, then the securities for which inclusion Corporation shall so advise all Holders and the number of Registrable Securities that may be included in such Demand Registrationthe registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the case may be, was requested by the Corporation. For purposes respective amounts of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any such Holders. No Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Corporation, the managing underwriter and the other Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 30 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. The Corporation shall be entitled to register securities for sale for its own account in any registration requested pursuant to this Section unless the underwriter shall indicate in writing to the Holders that the inclusion of the shares to be sold for the account of the Corporation will adversely affect the registration, the price of the shares to be sold and the number of shares to be sold for the account of the Holders. The Corporation may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or stock option plan or a transaction contemplated by Rule 145 of the Commission) to be initiated after a registration requested pursuant to this Section and to become effective less than 90 days after the effective date of any registration requested pursuant to this Section.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant subject to a Demand Registration or an S-3 Registration are to be sold in a firm commitment underwritten offering, Underwritten Offering and the managing underwriter or underwriters of a Demand Registration or a S-3 Registration advise the Company and the holders of such securities Registrable Securities in writing that in its view or their opinion the total number or dollar amount of Registrable Securities shares of Common Stock proposed to be sold in such offering is such as to Demand Registration or a S-3 Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without materially and adversely affect affecting the success price, timing or distribution of such offering (including securities proposed to be included by other holders of securities entitled to the Common Stock, the Company shall include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in only such firm commitment underwritten offering the maximum number or dollar amount of Registrable Securities that which, in the reasonable opinion of such managing underwriter can be sold without adversely affecting such offering, and such number in the following order of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: priority: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities that are requested to be included in such Demand Registration Statement or S-3 Registration (in accordance with the procedures set forth in either Section 3(a) or Section 4(a) above) by such holders; and any holder of Registrable Securities, and (ii) second, shares of Common Stock to be offered by the securities Company in such offering. To the extent that shares of Common Stock to be included in the Demand Registration or S-3 Registration must be allocated among the holder(s) of Registrable Securities pursuant to clause (i) above, such shares shall be allocated pro rata among the applicable holder(s) of Registrable Securities based on the number of shares of Common Stock that such holder(s) of Registrable Securities shall have requested to be included therein. Notwithstanding the foregoing, if a Demand Registration or S-3 Registration is an Underwritten Offering, the managing underwriter or underwriters may select shares of Common Stock for which inclusion inclusion, or exclude shares in part or completely, in such Demand RegistrationRegistration on a basis other than a pro rata basis if, as in the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates reasonable opinion of such holderunderwriter or underwriters, selection on such other basis, or inclusion of such shares, would be material to the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any success of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any the sole or managing underwriter of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities advises Holdings in writing that in its view opinion the total number or dollar amount of Registrable Securities proposed and other securities requested to be included exceeds the maximum number of Registrable Securities and other securities (the “Underwriter’s Maximum Number”) which can be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting the distribution of the securities being offered, the price that will be paid in such offeringoffering or the marketability thereof, and then Holdings shall be required to include in such registration only such number of securities as is equal to the Underwriter’s Maximum Number (the “Demand Registration Cutback”) and Holdings and the holders of Registrable Securities shall be allocated as follows, unless participate in such offering in the underwriter requires a different allocationfollowing order of priority: (i) first, pro rata among the holders there shall be included in such registration that number of Registrable Securities on that the basis of the percentage of the Registrable Securities Requesting Holders shall have requested to be included in such Registration Statement by offering pursuant to either Section 5.1(a) or Section 5.2(a), and that does not exceed the Underwriter’s Maximum Number; provided, however, that holders who request registration pursuant to Section 5.2(a) shall not be entitled to participate in any such holders; andregistration if the sole or managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of holders of Employee Securities that constitute Registrable Securities would adversely affect the marketability of the Securities being sold in such registration; (ii) second, the securities for which inclusion Holdings shall be entitled to include in such Demand Registration, as registration that number of Securities that it proposes to offer and sell for its own account to the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any full extent of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any remaining portion of the foregoing Underwriter’s Maximum Number; and (iii) third, the number of Securities that other holders shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed requested to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holderregistration pursuant to Other Registration Rights, as defined in this sentence. No securities excluded from to the underwriting by reason full extent of the underwriterremaining portion of the Underwriter’s marketing limitation Maximum Number; provided, however, that such other holders shall not be entitled to participate in any such registration if the sole or managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of other holders would adversely affect the marketability of the Securities being sold in such registration. In the event that a Demand Registration Cutback results in less than all of the Securities of a particular category (i.e., Registrable Securities of the Requesting Holders pursuant to clause (i) above; Securities of Holdings pursuant to clause (ii) above; and Securities of other holders pursuant to clause (iii) above) that are requested to be included in such registration actually being included in such registration, then the number of Securities of such category that shall be included in such registrationregistration shall be allocated pro rata among all of the holders of Securities of such category that requested Securities to be included in such registration based on the relative number of shares of securities owned by each such Person (assuming for this purpose the conversion of the Convertible Preferred Stock pursuant to the Certificate of Designations).

Priority on Demand Registration. If any the Holders of a majority in number of shares of the Registrable Securities Shares to be registered pursuant to in a Demand Registration are so elect, the offering of such Registrable Shares pursuant to such Demand Registration shall be sold in a firm commitment the form of an underwritten offering. In such event, and if the managing underwriter or underwriters advise the holders of such offering deliver a written opinion to the Company and the Holders that either because of (A) the kind of securities that the Holders, the Company and any other persons or entities intend to include in writing such offering, or (B) the size of the offering that the Holders, the Company and other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Registrable Shares requested to be included, then (i) in its view the total event that the size of the offering is the basis of such managing underwriter's opinion, the number or dollar of shares to be offered shall be reduced in the following order to achieve the amount of Registrable Securities recommended by such managing underwriter: (x) first, shares proposed to be sold in such offering is such as offered by persons or entities other than the Holders and the Company shall be reduced or eliminated to adversely affect achieve the success of such offering recommended amount, (including securities y) next, shares proposed to be included offered by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there the Company shall be included in such firm commitment underwritten offering reduced or eliminated to achieve the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offeringrecommended amount, and such number of Registrable Securities (z) finally, shares proposed to be offered by the Holders shall be allocated as follows, unless the underwriter requires reduced on a different allocation: (i) first, pro rata basis among the holders of Registrable Securities Holders on the basis of the percentage number of 17 22 Registrable Shares owned by the Holders; and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriter's opinion, then shares will be excluded from such offering in the order specified in the preceding clause (i). To the extent Registrable Securities Shares so requested to be included in registered are excluded from such Registration Statement by such holders; and (ii) secondoffering, then the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing Holders shall have been distributed, transferred or contributed Registrable Securities prior the right to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) one additional Demand Registration under this Section 6.02 with respect to such selling holder Registrable Shares, provided that the failure of such Registrable Shares to be registered is through no fault of such Holder. In connection with any Demand Registration, the Company agrees that it shall not, without the consent of the Holders of a majority in number of shares of the Registrable Shares to be based upon the aggregate amount of Registrable Securities owned by all Persons included registered in such selling holderDemand Registration and the manager of the underwriting, transfer or sell Common Stock in a public distribution prior to 90 days (or such other shorter period of time as defined in this sentence. No securities excluded from the manager of the underwriting by reason may require) after the effective date of the underwriter’s marketing limitation shall be included in such registrationregistration statement.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities Holders in writing that that, in its view view, the total number or dollar amount of Registrable Securities and other Company Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities including, without limitation, Company Securities proposed to be included by other holders of securities Company Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities and other Company Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities Holders on the basis of the percentage of the Registrable Company Securities (on an as-converted basis) requested to be included in such Registration Statement by such holdersHolders; and (ii) second, any securities proposed to be registered for the securities for which inclusion in account of any other Persons (including the Company), with such Demand Registration, priorities among them as the case may be, was requested by the Corporationsuch Persons shall determine. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders stockholders or Affiliates affiliates of such holderthe Holders, or the estates and family members of any such holder Holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons persons and, at the election of such holder Holder or such partners, retired partners, trust or Affiliatesaffiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder Holder and other Persons persons shall be deemed to be a single selling holderHolder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder Holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons entities and individuals included in such selling holderHolder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder Investor shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons persons and, at the election of such holder or such partners, retired partners, trust or Affiliatesaffiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities Common Stock owned by all Persons entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If Holders of a majority of the then outstanding Registrable Securities shall have the right to request that a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be CPAM: 10017180.3 disposed of by such Holder in such underwritten offering. All Holders proposing to participate in such underwriting shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by a majority of the Registrable Securities registered included in such offering, which underwriter(s) shall be reasonably acceptable to the Company, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 7(b) hereof, (ii) complete and execute all questionnaires, powers-of­attorney, indemnities, opinions and other documents required under the terms of such underwriting agreement, (iii) provide all customary information reasonably requested by the Company or the underwriter in connection with such registration; and (iv) comply with all federal and state securities laws applicable thereto in connection with such registration. If the managing underwriter(s) for an underwritten offering advise(s) the Company and the Holders in writing that the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to a Demand Registration are written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in a firm commitment such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Threshold”), then the Company shall include in such registration: (1) the Registrable Securities (pro rata in accordance with the number of Registrable Securities which such Holders have requested be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each such Person) that can be sold without exceeding the Maximum Threshold; (2) to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the managing underwriter Common Stock or underwriters advise other securities for the holders account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any, with such securities in writing Persons and that can be sold without exceeding the Maximum Threshold; and (4) to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1), (2) and (3), the Common Stock that other stockholders desire to sell that can be sold without exceeding the Maximum Threshold to the extent that the Company, in its view sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn by Holders of a majority of the total number or dollar amount of Registrable Securities proposed to be sold included in such offering is such as prior to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities consummation thereof, and, in such Registration Statement event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the all Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion registered in such Demand Registration, as the case may be, was requested Registration by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of Holders initiating such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organizationDemand Registration are, in each case to which any of the foregoing shall have been distributedfact, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included registered in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that that, in its view their view, the total number or dollar amount of Registrable Securities securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities any Persons exercising Additional Piggyback Rights (“Additional Piggyback Securities”)) exceeds the largest amount (the “Section 3(b) Sale Amount”) that can be sold in an orderly manner in such Registration Statement pursuant underwritten offering within a price range acceptable to incidental or piggyback registration rights)the Stockholders, then there shall be included in such firm commitment underwritten offering the number or dollar an amount of Registrable Securities that in securities not exceeding the opinion of such managing underwriter can be sold without adversely affecting such offeringSection 3(b) Sale Amount, and such number amount of Registrable Securities securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) : first, pro rata among as between the holders of Registrable Securities on Stockholders and the basis of the percentage of the Registrable Sellers with respect to any Additional Piggyback Securities requested to be included in such underwritten offering pursuant to the Sellers Registration Statement by such holdersRights Agreement; and (ii) second, the any securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the CorporationCorporation on its own behalf; and third, pro rata among all Persons (other than the Persons included in clauses (i) and (ii) above) requesting that Additional Piggyback Securities be included in such underwritten offering, on the basis of the number of Additional Piggyback Securities then owned by each such Person requesting inclusion in relation to the aggregate number of Additional Piggyback Securities owned by all such Persons requesting inclusion. For purposes of any underwriter underwriter’s cutback, all Registrable Securities held by any Shareholder the Stockholder shall also include any Registrable Securities held by the partners, retired partners, shareholders Affiliates to whom or Affiliates of such holder, which Common Stock or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing Series A Preferred Stock shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, the Stockholder and such holder and other Persons shall be deemed to be a single selling holderholder of Registrable Securities, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in with such selling holder, as defined in holder pursuant to this sentenceparagraph. No securities Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation cutback shall be included in such registrationunderwritten offering. Notwithstanding anything herein to the contrary, in no event will the piggyback registration rights granted to the Sellers pursuant to the Registration Rights Agreement entered into by and among the Sellers and the Corporation as of the date hereof (as may be further amended, supplemented or modified therein) (the “Sellers Registration Rights Agreement”), have priority over the Stockholders’ registration rights pursuant to this Agreement.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters underwriter(s) advise the holders Holders of such securities in writing that in its view (or their) good-faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities Holders who may be entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires underwriters require a different allocation: (i1) first, to the Major Stockholder and those of its Affiliates that are Holders requesting such registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) on any basis as such Major Stockholder and those of its Affiliates that are Holders shall decide, until with respect to each such Holder, all Registrable Securities requested for registration by the Major Stockholder and those of its Affiliates that are Holders have been included in such registration; (2) second, among the Holders (other than the Major Stockholder and its Affiliates) requesting such registration pursuant to incidental or piggyback registration rights pro rata among the holders of Registrable Securities on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders until, with respect to each such Holder, all Registrable Securities requested to be for registration by such Holders have been included in such Registration Statement by such holdersregistration; and (ii3) secondthird, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationADS.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders Holders of such securities in writing that in its view or their opinion the total number or dollar amount of Registrable Securities securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders Holders of securities Registrable Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)rights under the Woodside LLC Agreement) is such as to adversely affect the distribution of securities offered in such offering, the price that will be paid in such offering or the marketability thereof, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall securities shall, subject to the last paragraph of Section 5, be allocated as follows, follows (unless the underwriter requires a different allocation:): (i) first, to the Priority Investor or among the Priority Investors pro rata among the holders of Registrable Securities on the basis of the percentage of Registrable Securities owned by each such Priority Investor relative to the number of Registrable Securities owned by all such Priority Investors until, with respect to each Priority Investor, all Registrable Securities requested to be for registration by such Priority Investors have been included in such Registration Statement by such holders; andregistration; (ii) second, among the Holders of Registrable Securities requesting such registration pursuant to incidental or piggyback registration rights, if any, pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders until, with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration; and (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes of any underwriter cutbackCompany, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationif any.

Priority on Demand Registration. If any of the Registrable Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, offering and the managing underwriter or underwriters of a Demand Registration advise the Company and the holders of such securities Registrable Securities in writing that in its view or their reasonable opinion the total number or dollar amount of Registrable Securities shares of Common Stock proposed to be sold in such offering is such as to adversely affect Demand Registration exceeds the success maximum number of such offering (including securities proposed to be included shares specified by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can that may be sold distributed without adversely affecting the price, timing or distribution of the Common Stock, the Company shall include in such offering, and registration only such maximum number of Registrable Securities shall which, in the reasonable opinion of such underwriter or underwriters can be allocated as follows, unless sold in the underwriter requires a different allocation: following order of priority: (i) except as provided in clause (ii) below, first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Demand Registration Statement by such holdersthe party who delivered the Demand Registration Request to the Company (the "Requesting Party"); and (ii) second, shares of Common Stock held by other holders requested to be included in such Demand Registration pursuant to Section 3 hereof, provided that such amount shall be allocated among such other holders on a pro rata basis based upon their respective percentage of ownership of the securities for which inclusion total number of shares of Common Stock then outstanding and, if the Requesting Party is BRS and such Demand Registration Request is made at any time when neither the HCCP Entities, the Xxxxx Entities nor the Xxxxx Investors would be entitled to make a Demand Registration Request, the number of shares of the Requesting Party and of each holder requesting to be included in such Demand Registration pursuant to Section 3 shall be allocated among all such holders pro rata based upon their respective ownership of the total number of shares of Common Stock then outstanding and (iii) third, shares of Common Stock to be offered by the Company in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any the sole or managing underwriter of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and advises the managing underwriter or underwriters advise the holders of such securities Issuer in writing that in its view opinion the total number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or dollar amount the marketability thereof, the Issuer will include in such registration the greatest number of (i) Registrable Securities proposed to be sold registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in such offering is such as respect of Registrable Securities hereunder proposed to adversely affect be registered by the success of such offering holders thereof and (including iii) securities proposed to be included registered by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that Issuer for its own account which in the opinion of such managing underwriter underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offeringoffering or the marketability thereof, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata ratably among the holders of Registrable Securities Securities, the holders of such Other Registration Rights and the Issuer, based (A) as between the Issuer and such holders requesting registration, on the basis respective amounts of the percentage of the Registrable Securities securities requested to be included in registered and (B) as among the holders requesting registration, on the respective amounts of Registrable Securities (whether requested to be registered pursuant to Section 5.1 or Section 5.2) and securities subject to such Other Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand RegistrationRights, as the case may be, was requested held by each such holder; provided, that the Corporation. For purposes Issuer and the Company shall have the right (the “Priority Right”) to receive priority over all holders of any underwriter cutback, all Registrable Securities held by in any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed Demand Registration to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) effected under this Section 5.1 with respect to securities that the Company or the Issuer proposes to include in such selling holder shall be based upon registration for its own account by giving written notice of its election to exercise such Priority Right to the aggregate amount holders of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationrequesting registration thereof.

Priority on Demand Registration. If any the sole or managing underwriter of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and advises the managing underwriter or underwriters advise the holders of such securities Company in writing that in its view opinion the total number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or dollar amount the marketability thereof, the Company will include in such registration the greatest number of (i) Registrable Securities proposed to be sold registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in such offering is such as respect of Registrable Securities hereunder proposed to adversely affect be registered by the success of such offering holders thereof and (including iii) securities proposed to be included registered by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that Company for its own account which in the opinion of such managing underwriter underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offeringoffering or the marketability thereof, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata ratably among the holders of Registrable Securities Securities, the holders of such Other Registration Rights and the Company, based (A) as between the Company and such holders requesting registration, on the basis respective amounts of the percentage of the Registrable Securities securities requested to be included in registered and (B) as among the holders requesting registration, on the respective amounts of Registrable Securities (whether requested to be registered pursuant to Section 5.1 or 5.2) and securities subject to such Other Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand RegistrationRights, as the case may be, was requested held by each such holder; provided, however, that the Corporation. For purposes Requesting Holders shall have the right (the "Priority Right") to receive priority over all other holders of any underwriter cutback, all Registrable Securities held by and the Company in any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed Demand Registration to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) effected under this Section 5.1 with respect to securities that the Requesting Holders propose to include in such selling holder shall be based upon registration by giving written notice of its election to exercise such Priority Right to the aggregate amount other holders of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from and the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationCompany requesting registration thereof.

Priority on Demand Registration. If Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be disposed of by such Holder in such underwritten offering. All Holders proposing to participate in such underwriting shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by a Majority-in-Interest of the Registrable Securities registered pursuant to a Demand Registration are to be sold included in a firm commitment underwritten such offering, which underwriter(s) shall be reasonably acceptable to the Company, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 6(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents required under the terms of such underwriting agreement. If the managing underwriter(s) for an underwritten offering advise(s) the Company and the managing underwriter or underwriters advise the holders of such securities Holders in writing that in its view the total number or dollar amount or number of Registrable Securities proposed which the Holders desire to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering is such as to without adversely affect affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (including securities proposed to be included by other holders such maximum dollar amount or maximum number of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rightssecurities, as applicable, the “Maximum Threshold”), then there the Company shall include in such registration: (1) first, the Registrable Securities (pro rata in accordance with the number of Registrable Securities which such Holders have requested be included in such firm commitment underwritten offering offering, regardless of the number or dollar amount of Registrable Securities or other securities held by each such Person) that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless exceeding the underwriter requires a different allocation: Maximum Threshold; (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii2) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the Common Stock or other securities for which inclusion in the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any, with such Demand RegistrationPersons and that can be sold without exceeding the Maximum Threshold; and (4) fourth, as to the case may be, was requested by extent that the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of Maximum Threshold has not been reached under the foregoing Persons andclauses (1), at (2) and (3), the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organizationCommon Stock that other stockholders desire to sell that can be sold without exceeding the Maximum Threshold to the extent that the Company, in each case its sole discretion, wishes to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior permit such sales pursuant to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction this clause (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration4).

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that that, in its view view, the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such the Registration Statement pursuant to incidental or piggyback registration rights), then there the amount of securities to be offered (i) for the account of the members of the Demanding Qualified Holder Group and any other holders of Registrable Securities and (ii) for the account of all such other Persons (other than members of the Demanding Qualified Holder Group and any other holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such firm commitment underwritten offering to the number or dollar amount of Registrable Securities that in the opinion of recommended by such managing underwriter can or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be sold without adversely affecting included by such offeringother Persons and then, if necessary, reducing the securities requested to be included by the members of the Demanding Qualified Holder Group and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the any other holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii. In connection with any Demand Registration to which the provisions of this Section 3(b) secondapply, the no securities for which inclusion in other than Registrable Securities shall be covered by such Demand Registration, Registration except as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, provided in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such executionSection 3(d)(ii) hereof, and such holder and other Persons registration shall be deemed to be a single selling holder, and any pro rata reduction (unless not reduce the managing underwriter requires a different allocation) number of available Demand Registrations with respect to such selling holder shall be based upon the Demanding Qualified Holder Group under this Section 3 in the event that the Registration Statement excludes more than 25% of the aggregate amount number of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason that members of the underwriter’s marketing limitation shall Demanding Qualified Holder Group requested be included in such registrationincluded.”

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offeringan Underwritten Offering, and the managing underwriter or underwriters underwriter(s) advise the holders Holders of such securities in writing that in its view good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to likely have a material adverse effect on the timing, price or distribution of such offering, then there shall be included in such firm commitment underwritten offering Underwritten Offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, to the Holders requesting such registration pro rata among the holders of Registrable Securities on the basis of the percentage of Registrable Securities owned by each such Holders relative to the number of Registrable Securities owned by such Holders, until with respect to each such Holder, all Registrable Securities requested to be for registration by such Holders have been included in such Registration Statement by such holders; andregistration; (ii) second, among the holders of securities party to the Existing Agreement requesting such registration pursuant to incidental or piggyback registration rights pro rata on the basis of the percentage of securities owned by each such holders relative to the number of securities owned by all such holders until, with respect to each such holder, all securities requested for registration by such holders have been included in such registration; (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes of any underwriter cutback, Company until all Registrable Securities held by any Shareholder shall also include any Registrable Securities held securities requested for registration by the partnersCompany have been included in such registration; and (iv) fourth, retired partnersamong the holders of securities (other than the Holders and the parties to the Existing Agreement) requesting such registration pursuant to incidental or piggyback registration rights pro rata on the basis of the percentage of securities owned by each such holder relative to the number of securities owned by all such holders until, shareholders or Affiliates of with respect to each such holder, or the estates and family members of any all securities requested for registration by such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall holders have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offeringUnderwritten Offering, and the managing underwriter or underwriters underwriter(s) advise the holders of such securities in writing that selling Holders that, in its view view, the total number or dollar amount of Registrable Securities and other Company Securities proposed to be sold in such offering Underwritten Offering is such as to adversely affect the success of such offering Underwritten Offering (including securities including, without limitation, Company Securities proposed to be included by other holders of securities Company Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering Underwritten Offering the number or dollar amount of Registrable Securities and other Company Securities that in the opinion of such managing underwriter underwriter(s) can be sold without adversely affecting such offeringUnderwritten Offering, and such number of Registrable Securities and other Company Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders selling Holders (which, for the avoidance of doubt, shall include any SHC Qualified Holders, any Spectrum Qualified Holders and any GrubHub Qualified Holders who have requested to include Registrable Securities in such Registration Statement pursuant to Section 3 herein) on the basis of the percentage relative number of the Registrable Securities (on an as-converted basis) so requested to be included in such Registration Statement by such holders; andeach Holder; (ii) second, pro rata among the other holders of Company Securities entitled and electing to include securities for which inclusion in such Demand RegistrationRegistration Statement pursuant to registration rights that entitle such holders to participate on the same basis as such selling Holders, as on the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any basis of the foregoing Persons and, at the election percentage of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Company Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed (on an as-converted basis) requested to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined Registration Statement by all such holders in this sentenceclause (ii); and (iii) third, any other Company Securities proposed to be registered for the account of any other Persons (including the Company), with such priorities among them as such Persons shall determine. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. Until the third anniversary of the date hereof, the Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the shares of Registrable Securities included in such registration except for the registration rights being granted to the General Motors Hourly Rate Employes Pension Trust and the General Motors Salaried Employes Pension Trusts (collectively, the “GM Trusts”), which rights are being granted concurrently with those contained herein. If any a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities registered pursuant initially requesting registration, the Company will include in such registration prior to a Demand Registration the inclusion of any securities which are to be sold in a firm commitment underwritten offering, and not Registrable Securities the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed requested to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that which in the opinion of such managing underwriter underwriters can be sold without adversely affecting in an orderly manner within the price range of such offering, and such number pro rata among the respective holders thereof on the basis of the amount of Registrable Securities shall owned by each such holder except that, in the case of participation in such registration by the GM Trusts or their permitted transferees, the shares of Common Stock held by them which are requested to be allocated as follows, unless included in such registration and the underwriter requires Registrable Securities will be treated together on a different allocation: (i) first, pro rata basis among the holders of Registrable Securities requesting such registration and the holders of such other securities on the basis of the percentage number of the Registrable Securities requested to be included in such Registration Statement shares owned by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of each such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company and reasonably acceptable to the Holders of a majority of the Registrable Securities sought to be registered pursuant to a in such Demand Registration are to (and whose fees and expenses shall be sold in a firm commitment underwritten offering, borne solely by the Company)) advises the Company and the managing underwriter or underwriters advise Holders of the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed sought to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering Demand Registration ("Demanding Sellers") that, in its opinion, the number or dollar amount inclusion of all the Registrable Securities that and any other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the opinion of registration statement applicable to such managing Demand Registration only such securities as the Company and the Demanding Sellers are advised by such underwriter can be sold without adversely affecting such offeringan effect (the "Maximum Demand Number"), as follows and such number in the following order of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocationpriority: (i) first, pro rata among the holders number of Registrable Securities on sought to be registered by each Demanding Seller, PRO RATA in proportion to the basis number of the percentage of the Registrable Securities requested sought to be included in such Registration Statement registered by such holdersall Demanding Sellers; and (ii) second, if the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount number of Registrable Securities owned to be included under clause (i) next above is less than the Maximum Demand Number, the number of securities sought to be included by each other seller, PRO RATA in proportion to the number of securities sought to be sold by all Persons such other sellers, which in the aggregate, when added to the number of securities to be included in such selling holderpursuant to clause (i) next above, as defined in this sentenceequals the Maximum Demand Number. No Other than the securities excluded from issued by the underwriting by reason of the underwriter’s marketing limitation Company to Reliance Insurance Company and to Elan International Services, Ltd. and their permitted transferees, no securities other than Registrable Securities hereunder shall be included in such registrationDemand Registration without the prior written consent of Holders who collectively hold Registrable Securities representing at least 50% of the Registrable Securities then outstanding.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment an underwritten offering, and the managing underwriter or underwriters advise underwriter(s) advises the holders Holders of such securities in writing that in its view good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights) would adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then there shall be included in such firm commitment underwritten offering the number or dollar amount Maximum Number of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offeringSecurities, and such number Maximum Number of Registrable Securities shall be allocated as follows, unless the underwriter requires underwriters require a different allocation: (i) first, to the Demanding Holder and the other Investors (pro rata among as between the holders of Registrable Securities Investor Groups on the basis of the percentage of Registrable Securities held by each such Investor Group (inclusive of the Deemed Carlyle Shares)) and their respective Affiliates (among such Affiliate Holders of each Investor as determined by the applicable Investor in its sole discretion), until with respect to each such Holder, all Registrable Securities requested to be for registration by such Holders have been included in such Registration Statement by such holders; andregistration, without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), among the Holders of Registrable Securities (other than the Investors and their respective Affiliates) requesting such registration pursuant to incidental or piggyback registration rights pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes Company, without exceeding the Maximum Number of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationSecurities.

Priority on Demand Registration. If Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be disposed of by such Holder in such underwritten offering. All Holders proposing to participate in such underwriting shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by a Majority-in-Interest of the Registrable Securities registered included in such offering, which underwriter(s) shall be reasonably acceptable to the Company, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 6(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents required under the terms of such underwriting agreement. If the managing underwriter(s) for an underwritten offering advise(s) the Company and the Holders in writing that the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to a Demand Registration are written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in a firm commitment such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Threshold”), then the Company shall include in such registration: (1) first, the Registrable Securities (pro rata in accordance with the number of Registrable Securities which such Holders have requested be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each such Person) that can be sold without exceeding the Maximum Threshold; (2) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the managing underwriter Common Stock or underwriters advise other securities for the holders account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any, with such securities in writing Persons and that can be sold without exceeding the Maximum Threshold; and (4) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1), (2) and (3), the Common Stock that other stockholders desire to sell that can be sold without exceeding the Maximum Threshold to the extent that the Company, in its view sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn by Holders of a majority of the total number or dollar amount of Registrable Securities proposed to be sold included in such offering is such as prior to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities consummation thereof, and, in such Registration Statement event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the all Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion registered in such Demand Registration, as the case may be, was requested Registration by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of Holders initiating such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organizationDemand Registration are, in each case to which any of the foregoing shall have been distributedfact, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included registered in such registration.

Priority on Demand Registration. If Except for piggyback rights granted pursuant to the Warrant Purchase and Registration Agreement dated as of June 18, 2003 by and between the Company and AEG Partners LLC, an Illinois limited liability company (as amended, the "Warrant Purchase and Registration Agreement"), and the Registration Rights Agreement dated as of October 7, 2003, between the Company and the Investor, Arthur S. Przybyl, Jerry Trepel, Abu Alan, John Sabat, Neil Sxxxxxxx, Xxxxxxx Shxx, XXXxx Xxblic Ixxxxtmxxxx, XXX, Pequot Xxxxxxxarx Xxxx, X.X., Pequot Healthcare Institutional Fund, L.P., Pequot Healthcare Offshore Fund, Inc., Pequot Scout Fund, L.P., Pequot Navigator Onshore Fund, L.P., Arjun Waney, Jai Waney, Arun K. Puri Living Trust, Argent Fund Management Xxx., Xxxwax Xxxxxxxxxxs, LLP and Gulu Waney (the "Investors' Agreement"), the Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities registered pursuant to included in such registration, which consent will not be unreasonably withheld. If a Demand Registration are to be sold in a firm commitment is an underwritten offering, offering and the managing underwriter or underwriters advise the holders of such securities Company in writing that in its view the total number or dollar amount (with a copy to each holder of Registrable Securities proposed requesting registration) that in their opinion the number of Registrable Securities, securities requested to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten registration pursuant to the Warrant Purchase and Registration Agreement or the Investors' Agreement and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities, securities requested to be included in such registration pursuant to the Warrant Purchase and Registration Agreement or dollar amount the Investors' Agreement and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities that requested to be included which in the opinion of such managing underwriter underwriters can be sold without adversely affecting such the marketability of the offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the respective holders of Registrable Securities on the basis of the percentage of the Registrable Securities that each holder of Registrable Securities has requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporationregistration. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more Any persons other than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount holders of Registrable Securities owned by all Persons included who participates in such selling holder, as defined in this sentence. No securities excluded from Demand Registrations which are not at the underwriting by reason Company's expense must pay their share of the underwriter’s marketing limitation shall be included Registration Expenses as provided in such registrationparagraph 5 hereof.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that that, in its view their view, the total number or dollar amount of Registrable Securities securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities any Persons exercising Additional Piggyback Rights (“Additional Piggyback Securities”)) exceeds the largest amount (the “Section 3(b) Sale Amount”) that can be sold in an orderly manner in such Registration Statement pursuant underwritten offering within a price range acceptable to incidental or piggyback registration rights)the Stockholders, then there shall be included in such firm commitment underwritten offering the number or dollar an amount of Registrable Securities that in securities not exceeding the opinion of such managing underwriter can be sold without adversely affecting such offeringSection 3(b) Sale Amount, and such number amount of Registrable Securities securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among as between the holders of Registrable Securities on Stockholders and the basis of the percentage of the Registrable Sellers with respect to any Additional Piggyback Securities requested to be included in such underwritten offering pursuant to the Sellers Registration Statement by such holders; andRights Agreement; (ii) second, the any securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the CorporationCorporation on its own behalf; and (iii) third, pro rata among all Persons (other than the Persons included in clauses (i) and (ii) above) requesting that Additional Piggyback Securities be included in such underwritten offering, on the basis of the number of Additional Piggyback Securities then owned by each such Person requesting inclusion in relation to the aggregate number of Additional Piggyback Securities owned by all such Persons requesting inclusion. For purposes of any underwriter underwriter’s cutback, all Registrable Securities held by any Shareholder the Stockholder shall also include any Registrable Securities held by the partners, retired partners, shareholders Affiliates to whom or Affiliates of such holder, which Common Stock or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing Series A Preferred Stock shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, the Stockholder and such holder and other Persons shall be deemed to be a single selling holderholder of Registrable Securities, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in with such selling holder, as defined in holder pursuant to this sentenceparagraph. No securities Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation cutback shall be included in such registrationunderwritten offering. Notwithstanding anything herein to the contrary, in no event will the piggyback registration rights granted to the Sellers pursuant to the Registration Rights Agreement entered into by and among the Sellers and the Corporation as of the date hereof (as may be further amended, supplemented or modified therein) (the “Sellers Registration Rights Agreement”), have priority over the Stockholders’ registration rights pursuant to this Agreement.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that that, in its view their view, the total number or dollar amount of Registrable Securities securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities any Persons exercising Additional Piggyback Rights (“Additional Piggyback Securities”)) exceeds the largest amount (the “Section 3(b) Sale Amount”) that can be sold in an orderly manner in such Registration Statement pursuant underwritten offering within a price range acceptable to incidental or piggyback registration rights)the Stockholder, then there shall be included in such firm commitment underwritten offering the number or dollar an amount of Registrable Securities that in securities not exceeding the opinion of such managing underwriter can be sold without adversely affecting such offeringSection 3(b) Sale Amount, and such number amount of Registrable Securities securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among as between the holders of Registrable Securities on the basis of the percentage of the Registrable Stockholder and Ares Capital Management LLC with respect to any Additional Piggyback Securities requested to be included in such underwritten offering pursuant to the Ares Registration Statement by such holders; andRights Agreement; (ii) second, the any securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the CorporationCorporation on its own behalf; and (iii) third, pro rata among all Persons (other than the Persons included in clauses (i) and (ii) above) requesting that Additional Piggyback Securities be included in such underwritten offering, on the basis of the number of Additional Piggyback Securities then owned by each such Person requesting inclusion in relation to the aggregate number of Additional Piggyback Securities owned by all such Persons requesting inclusion. For purposes of any underwriter underwriter’s cutback, all Registrable Securities held by any Shareholder the Stockholder shall also include any Registrable Securities held by the partners, retired partners, shareholders Affiliates to whom or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing Common Stock shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, the Stockholder and such holder and other Persons shall be deemed to be a single selling holderholder of Registrable Securities, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in with such selling holder, as defined in holder pursuant to this sentenceparagraph. No securities Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation cutback shall be included in such registrationunderwritten offering. Notwithstanding anything herein to the contrary, in no event will the piggyback registration rights granted to Ares Capital Management LLC pursuant to the rights relating to the securities described in that certain preferred stock term sheet attached as an Annex to that certain Commitment Letter, dated as of November 17, 2022, delivered by Ares Capital Management, LLC to Evolent Health, Inc. (as may be further amended, supplemented or modified therein) (the “Ares Registration Rights Agreement”), have priority over the Stockholder’s registration rights pursuant to this Agreement.

Priority on Demand Registration. If any of Subject to the provisions set ------------------------------- forth in Sections 3(a)(iv) and (v) and Section 3(b) regarding CNET's priority, if Registrable Securities are to be registered pursuant to a Demand Registration are Registration, NBCi shall provide written notice to the other Holders and will permit all such Holders who request to be sold included in a firm commitment underwritten offeringthe Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. In connection with any Demand Registration, and NBCi may include securities for its own account and/or for the account of other holders of NBCi's securities in such registration to the extent agreed to by the underwriters. If the managing underwriter or underwriters advise of an Underwritten Offering to which such Demand Registration relates advises the holders of such securities in writing Holders that in its view the total number or dollar amount of Registrable Securities proposed that such Holders intend to be sold include in such offering Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)offering, then there shall the number of Registrable Securities to be included in such firm commitment underwritten offering Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the number or dollar amount of Registrable Securities that that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offeringUnderwritten Offering, the Registrable Securities of the Holder or Holders initiating the Demand Registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders (including NBCi) desire to sell, provided that, in the event the Registrable Securities requested to be included -------- by the initiating Holders and NBCi in the aggregate exceeds the number of Registrable Securities shall to be allocated as followsincluded in the Underwritten Offering, unless the underwriter requires a different allocationthen: (i) first, pro rata among the holders of Registrable Securities on requested to be included by CNET in the basis Initial CNET Demand will comprise the lesser of (A) at least 50% of the percentage Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET, with the remainder of the Registrable Securities in such offering being allocated to NBCi and Kitze as a direct holder or as the beneficial owner of Registrable Securities held by Disc as determined in good faith by the mutual agreement of NBCi and Kitze, it being understood that the current intention of such parties is that Kitze's allocation will be in the range of 10% - 15% of the Underwritten Offering; (ii) if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such holdersoffering or (B) all of the Registrable Securities requested to be included by CNET; provided that in no event will CNET be entitled -------- to include more than 1,000,000 Registrable Securities in such offering; provided further that, (A) if the number of shares included -------- ------- by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3; and (iiiii) secondexcept as provided in 3(c)(ii) above, following the securities for which inclusion Initial CNET Demand, or, if no such demand is made, following the 60 day period commencing on the closing date of the Contribution Agreement, (A) Registrable Securities requested to be included by NBCi will comprise the lesser of (1) at least 50% of the Registrable Securities included in such Demand Registration, as offering or (2) all of the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held requested to be included by any Shareholder shall also include any NBCi and (B) of the remaining securities to be included in such Underwriting Offering, Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall initiating Holder will be deemed to be a single selling holder, and any included pro rata reduction (unless on the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon basis of --- ---- the aggregate amount of Registrable Securities owned requested to be included therein by all Persons included in each such selling holder, as defined in this sentenceHolder. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation Any remaining allocation available for sale shall be allocated pro rata among the other Holders on the basis of --- ---- the amount of Registrable Securities requested to be included in therein by each such registrationHolder.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that that, in its view view, the total number or dollar amount of Registrable Securities and other Company Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities including, without limitation, Company Securities proposed to be included by other holders of securities Company Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities and other Company Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders Demand Holders on the basis of Registrable the percentage of Company Securities (on an as-converted basis) requested to be included in such Registration Statement by such Demand Holders; (ii) second, pro rata among any Registration Rights Holders (other than the Demand Holders) on the basis of the percentage of the Registrable Company Securities (on an as-converted basis, as applicable) requested to be included in such Registration Statement by such holders; and (iiiii) secondthird, the securities Company Securities for which inclusion in such Demand Registration, as the case may be, Registration Statement was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates affiliates of such holderthe Investor, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons persons and, at the election of such holder or such partners, retired partners, trust or Affiliatesaffiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment an underwritten offering, and the managing underwriter or underwriters underwriter(s) advise the holders of such securities in writing that in its view good faith reasonable opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success price or marketing of such offering (including securities proposed to be included by other holders of securities entitled to include such securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (iA) first, pro rata among the holders of Registrable Securities that delivered such Demand Notice on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; (B) second, pro rata among the holders of Registrable Securities that elect to take part in such registration subsequent to the delivery of the Demand Notice to the Company and all other holders of securities proposed to be included by holders entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights on the basis of the percentage of the securities requested to be included in such Registration Statement by such holders; and (iiC) secondthird, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the CorporationCompany. For purposes of any underwriter cutback, all No Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation limitations shall be included in such registrationoffering; provided that as a result of any reduction pursuant to this Section 4.11(a)(ii) the Purchasers holding a majority of the Registrable Securities included in the original Demand Notice shall have the right to withdraw the request for registration by giving written notice to the Company within 10 days of receipt of such notice and, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice for purposes of Section 4.11(a)(v).

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are made pursuant to be sold Section 2.1 involves an Underwritten Offering in a firm commitment underwritten offering, which the Company is selling and the managing underwriter or underwriters advise advises the holders of such securities in writing that Company and the Holders that, in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)view, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such registration exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold, or, if limits on the size of the offering are otherwise required by applicable law, including, without limitations, Rule 415 (the “Maximum Offering Size”), then the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (a) upon a Demand Notice made by any of the Demand Holders: (i) first, all Registrable Securities of any Demand Holders requested to be registered in the Demand Registration Statement by any Demand Holders delivering a Demand Notice and all Registrable Securities proposed to be registered for the account of any Demand Holders pursuant to the Demand Registration rights set forth in Section 2.1(c) hereof, pro rata among such Demand Holders, based on the respective amounts of Registrable Securities held by such holders; andDemand Holders and available for sale; (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes all Registrable Securities of any underwriter cutbackOther Holders proposed to be registered for the account of any Other Holders pursuant to the Demand Registration rights set forth in Section 2.1(c) hereof, pro rata among such Other Holders, based on the respective amounts of Registrable Securities held by such Other Holders and available for sale; (iii) third, so much of the Company securities proposed to be registered for the account of the Company; and (iv) fourth, all Registrable Securities held by proposed to be registered for the account of any Shareholder shall also include any other holders, ratably among such holders based on the respective amounts of Registrable Securities held by such holders, pursuant to any Piggyback Registration rights, other than the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of Piggyback Registration rights set forth in Section 2.3 hereof. (b) upon a Demand Notice made by any of the foregoing Persons andOther Holders: (i) first, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed all Registrable Securities prior of any Other Holders requested to be registered in the Demand Registration by any Other Holders delivering a Demand Notice and all Registrable Securities proposed to be registered for the account of any Holders pursuant to the execution of the underwriting agreement Demand Registration rights set forth in connection with such underwritten offering; provided that such distributionSection 2.1(c) hereof, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless among such Holders, based on the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount respective amounts of Registrable Securities owned held by all Persons included in such selling holderHolders and available for sale; (ii) second, as defined in this sentence. No securities excluded from the underwriting by reason so much of the underwriter’s marketing limitation shall Company securities proposed to be included registered for the account of the Company; and (iii) third, all Registrable Securities proposed to be registered for the account of any other holders, ratably among such holders based on the respective amounts of Registrable Securities held by such holders, pursuant to any Piggyback Registration rights, other than the Piggyback Registration rights set forth in such registrationSection 2.3 hereof.

Priority on Demand Registration. If any (i) a Registration Statement has not been filed with the Securities and Exchange Commission on or prior to the Filing Date, (ii) the Registration Statement has not been declared effective by the Securities and Exchange Commission by the Effectiveness Date, or (iii) after the Registration Statement is declared effective by the SEC, it is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required to be effective, other than, in each case, within the time period(s) permitted by Section 3(g), a Majority-in-Interest of the Registrable Securities registered pursuant shall have the right to request that a Demand Registration are be effected as an underwritten offering,by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be disposed of by the Holders in such underwritten offering. All Holders proposing to participate in an underwriting shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by a Majority-in-Interest of the Registrable Securities included in such offering, which underwriter(s) shall be reasonably acceptable to the Company, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 7(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents required under the terms of such underwriting agreement. If the managing underwriter(s) for an underwritten offering advise(s) the Company and the Holders in writing that the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in a firm commitment such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Threshold”), then the Company shall include in such registration: (1) first, the Registrable Securities (pro rata in accordance with the number of Registrable Securities which such Holders have requested be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each such Person) that can be sold without exceeding the Maximum Threshold; (2) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the managing underwriter Common Stock or underwriters advise other securities for the holders account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any, with such securities in writing Persons and that can be sold without exceeding the Maximum Threshold; and (4) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1), (2) and (3), the Common Stock that other stockholders desire to sell that can be sold without exceeding the Maximum Threshold to the extent that the Company, in its view sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn by Holders of a majority of the total number or dollar amount of Registrable Securities proposed to be sold included in such offering is such as prior to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities consummation thereof, and, in such Registration Statement event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount immediately preceding paragraph. In no event will a Demand Registration count as the Demand Registration unless at least fifty percent (50%) of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the all Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion registered in such Demand Registration, as the case may be, was requested Registration by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of Holders initiating such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organizationDemand Registration are, in each case to which any of the foregoing shall have been distributedfact, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, registered and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included sold in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, securities for which inclusion in such Demand Registration was for the account of the Corporation; (ii) second, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (iiiii) secondthird, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporationother holders of Corporation securities. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder Stockholder shall also include any Registrable Securities held by the partners, retired partners, shareholders stockholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Corporation and/or the holders of such securities in writing that in its reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) exceeds the number of Registrable Securities that can be sold in such offering without adversely affecting the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the such managing underwriter requires a different allocation:allocation (provided, that the Apollo Stockholder and the other Stockholders are in any event treated in a substantially similar and proportionate manner): (i) first, pro rata among to the Stockholder who delivered a Demand Notice pursuant to Section 3(a)(ii) and the holders of Registrable Securities who responded to the Notice delivered by the Corporation pursuant to the third paragraph of Section 3(a) above, pro rata on the basis of the percentage number of the Registrable Securities requested to be included in directly or indirectly held by each such Registration Statement by such holders; andholder and its Permitted Transferees; (ii) second, to the securities for which inclusion in such Demand RegistrationCorporation, the number of Registrable Securities requested by the Corporation (as the case may be) for inclusion in such offering; and (iii) third, was to any other Persons, other shares of Common Stock requested by such other Persons (as the case may be) for inclusion in such offering pursuant to this Agreement or any other registration rights granted by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder Stockholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members Permitted Transferees of any such holder or such partners and retired partnersholder; provided, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons its Permitted Transferee shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentenceholder and its Permitted Transferees. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders Initiating Holders of Registrable Securities such Demand Registration on the basis of the percentage of the Registrable Securities requested to be included in for which the Demand Notice was submitted by each such Registration Statement by such holders; andInitiating Holder; (ii) second, pro rata among the other holders of Registrable Securities who timely submitted a written request for inclusion of any of their Registrable Securities in such Demand Registration in accordance with this Agreement; (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes Company; and (iv) fourth, subject to subsection (e) hereof, pro rata among the other Members of any underwriter cutback, all the Company based on the percentage of Registrable Securities held by for which the other Members timely submitted a request for inclusion. In connection with any Shareholder shall also include any Demand Registration to which the provisions of this subsection (b) apply, no securities other than Registrable Securities held shall be covered by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, Demand Registration except as provided in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such executionsubsection (e) (ii) hereof, and such holder and other Persons registration shall be deemed to be a single selling holder, and any pro rata reduction not reduce the number of available registrations under this Section 3 in the event that the Registration Statement excludes more than twenty-five percent (unless the managing underwriter requires a different allocation25%) with respect to such selling holder shall be based upon of the aggregate amount number of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall that holders requested be included in such registrationincluded.

Priority on Demand Registration. If Holders of a majority of the then outstanding Registrable Securities shall have the right to request that a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be disposed of by such Holder in such underwritten offering. All Holders proposing to participate in such underwriting shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by a majority of the Registrable Securities registered included in such offering, which underwriter(s) shall be reasonably acceptable to the Company, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 7(b) hereof, complete and execute all questionnaires, powers-of­attorney, indemnities, opinions and other documents required under the terms of such underwriting agreement, provide all customary information reasonably requested by the Company or the underwriter in connection with such registration; and comply with all federal and state securities laws applicable thereto in connection with such registration. If the managing underwriter(s) for an underwritten offering advise(s) the Company and the Holders in writing that the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to a Demand Registration are written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in a firm commitment such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Threshold”), then the Company shall include in such registration: (1) the Registrable Securities and the 2016 Registrable Securities (pro rata in accordance with the number of Registrable Securities and 2016 Registrable Securities which such Holders and holders of the 2016 Registrable Securities have requested be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each such Person) that can be sold without exceeding the Maximum Threshold; (2) to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the managing underwriter Common Stock or underwriters advise other securities for the holders account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any, with such securities in writing Persons and that can be sold without exceeding the Maximum Threshold; and (4) to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1), (2) and (3), the Common Stock that other stockholders desire to sell that can be sold without exceeding the Maximum Threshold to the extent that the Company, in its view sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn by Holders of a majority of the total number or dollar amount of Registrable Securities proposed to be sold included in such offering is such as prior to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities consummation thereof, and, in such Registration Statement event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the all Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion registered in such Demand Registration, as the case may be, was requested Registration by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of Holders initiating such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organizationDemand Registration are, in each case to which any of the foregoing shall have been distributedfact, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included registered in such registration.

Priority on Demand Registration. If With respect to any Demand Registration of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a one or more firm commitment underwritten offeringofferings, the Company may also provide written notice to holders of its equity securities (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and permit all such holders who request to be included in the Demand Registration to include any or all equity securities held by such holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering to which such Demand Registration relates advise the holders of such securities in writing Registrable Securities that in its view the total number or dollar amount of Registrable Securities proposed and securities that such equity security holders intend to be sold include in such offering Demand Registration is in the aggregate such as to adversely affect the success of such offering offering, then (including i) first, the amount of securities proposed to be offered for the account of the holders of such other equity securities (other than Registrable Securities until two registrations have been effected to which this clause (i) applied) will be reduced, to zero if necessary ( PRO RATA among such holders on the basis of the amount of such other securities to be included therein by other holders each such holder), and (ii) second, the number of securities entitled to include securities Registrable Securities included in such Demand Registration Statement pursuant to incidental or piggyback registration rights)will, then if necessary, be reduced and there shall will be included in such firm commitment underwritten offering only the number or dollar amount of Registrable Securities that and, after clause (i) ceases to be applicable, such other securities that, in the opinion of such managing underwriter or underwriters, can be sold without adversely affecting the success of such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata PRO RATA among the holders of Registrable Securities and, after clause (i) ceases to be applicable, the holders of such other securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holderand, as defined in this sentence. No when applicable, other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall to be included in therein by each such registrationholder.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder Stockholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 ninety (90) days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a one or more firm commitment underwritten offeringofferings, the Company may also provide written notice to holders of its equity securities (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and will permit all such holders who request to be included in the Demand Registration to include any or all equity securities held by such holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters advise of the offering to which such Demand Registration relates advises the holders of such securities in writing Registrable Securities that in its view the total number or dollar amount of Registrable Securities proposed and securities that such equity security holders intend to be sold include in such offering Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering offering, then (including i) first, the amount of securities proposed to be offered for the account of the holders of such other equity securities will be reduced, to zero if necessary (PRO RATA among such holders on the basis of the amount of such other securities to be included therein by other holders each such holder), and (ii) second, the number of securities entitled to include securities Registrable Securities included in such Demand Registration Statement pursuant to incidental or piggyback registration rights)will, then if necessary, be reduced and there shall will be included in such firm commitment underwritten offering only the number or dollar amount of Registrable Securities that that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata RATA among the holders of Registrable Securities on the basis of the percentage number of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of each such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Company and/or the holders of such securities in writing that in its reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) exceeds the number of Registrable Securities that can be sold in such offering without adversely affecting the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the such managing underwriter requires a different allocation:allocation (provided, that the Apollo Shareholder and the other Shareholders are in any event treated in a substantially similar and proportionate manner): (i) first, pro rata among to the Shareholder who delivered a Demand Notice pursuant to Section 3(a)(ii) and the holders of Registrable Securities who responded to the Notice delivered by the IPO Corporation pursuant to the third paragraph of Section 3(a) above, pro rata on the basis of the percentage number of the Registrable Securities requested to be included in directly or indirectly held by each such Registration Statement by such holders; andholder and its Permitted Transferees; (ii) second, to the securities for which inclusion in such Demand RegistrationIPO Corporation, the number of Registrable Securities requested by the IPO Corporation (as the case may be) for inclusion in such offering; and (iii) third, was to any other Persons, other shares of Common Stock requested by such other Persons (as the case may be) for inclusion in such offering pursuant to this Agreement or any other registration rights granted by the Company or the IPO Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members Permitted Transferees of any such holder or such partners and retired partnersholder; provided, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons its Permitted Transferee shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentenceholder and its Permitted Transferees. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons persons and, at the election of such holder or such partners, retired partners, trust or Affiliatesaffiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities Common Stock owned by all Persons entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offeringan Underwritten Offering, and the managing underwriter or underwriters underwriter(s) advise the holders Holders of such securities in writing that in its reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering Underwritten Offering the number or dollar amount of Registrable Securities that in the opinion reasonable view of such managing underwriter underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires underwriters require a different allocation: (i) first, pro rata to the Standard General Parties and their Affiliates requesting such registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders as determined by the Standard General Parties in their sole discretion, until with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration; TABLE OF CONTENTS​​​ (ii) second, among the holders Holders of Registrable Securities (other than the Standard General Parties and their Affiliates) requesting such registration pursuant to incidental or piggyback registration rights pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders until, with respect to each such Holder, all Registrable Securities requested to be for registration by such Holders have been included in such Registration Statement by such holdersregistration; and (iiiii) secondthird, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationCompany.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offeringan Underwritten Offering, and the managing underwriter or underwriters underwriter(s) advise the holders of such securities in writing Issuer that in its view the managing underwriter(s)’ good faith opinion, the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to likely have a material adverse effect on the timing, price or distribution of such offering, then there shall be included in such firm commitment underwritten offering Underwritten Offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter underwriter(s) can be sold without adversely affecting having such adverse effect on such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, except in the case of a Demand Registration pursuant to a Demand Notice delivered by Blackstone or its Affiliates, to each Investor and its Affiliates requesting such registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) pro rata among the holders of Registrable Securities such Holders on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders until, with respect to each such Holder, all Registrable Securities requested to be for registration by such Holders have been included in such registration; provided, in the case of a Demand Registration Statement pursuant to a Demand Notice delivered by Blackstone or its Affiliates, Registrable Securities shall be allocated first to Blackstone and its Affiliates, until all Registrable Securities requested for registration by Blackstone and its Affiliates have been included in such holders; andregistration, and then to Patria Holdings and its Affiliates until all Registrable Securities requested for registration by Patria Holdings and its Affiliates have been included in such registration; (ii) second, among the Holders of Registrable Securities (other than any Investor and its Affiliates) requesting such registration pursuant to incidental or piggyback registration rights, pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders until, with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration; and (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationIssuer.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise advises the holders of such securities Holders in writing that that, in its view view, the total number or dollar amount of Registrable Securities and other Company Securities proposed to be sold in such offering (including, without limitation, Company Securities proposed to be included by the Company in such offering) is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and other Company Securities that in the good faith opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities and other Company Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities Holders on the basis of the percentage number of the Registrable Securities requested to be included in such Registration Statement by such holdersHolders; and (ii) second, any other Company Securities proposed to be registered for the securities for which inclusion in such Demand Registration, as account of the case may be, was requested by the CorporationCompany. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders stockholders or Affiliates affiliates of such holderthe Holders, or the estates and family members of any such holder Holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons persons and, at the election of such holder Holder or such partners, retired partners, trust or Affiliatesaffiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 ninety (90) days prior to such execution, and such holder Holder and other Persons persons shall be deemed to be a single selling holderHolder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder Holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons entities and individuals included in such selling holderHolder, as defined in this sentence. No securities Registrable Securities or other Company Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationRegistration Statement. The Company shall not limit the number of shares of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares of stock issued to employees, officers, directors, founders, or consultants pursuant to the Company’s equity incentive plans.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters underwriter(s) advise the holders Holders of such securities in writing that in its view (or their) good-faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities Holders entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good-faith opinion of such managing underwriter underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities (the “Maximum Number”) shall be allocated as follows, unless the underwriter requires underwriters require a different allocation: (i) first, pro rata among if any Principal Holders are participating in such offering whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration, (A) if the holders Maximum Number of Registrable Securities on equals or exceeds the basis total number of the percentage Registrable Securities that such Principal Holders have collectively requested to be included in such registration, all of the Registrable Securities requested to be included by such Principal Holders in such Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation registration shall be included in such offering, and (B) if the Maximum Number is less than the total number of Registrable Securities that the Principal Holders have collectively requested to be included in such registration., the Maximum Number of Registrable Securities to be included in such offering shall be allocated as follows: (x) if all three Principal Holders are participating in such offering, 50% of the Maximum Number of Registrable Securities shall be allocated to the D. E. Shaw Investor and any other member of the D. E. Shaw Affiliated Group participating in such offering, not to exceed the number of Registrable Securities requested to be included in such registration by the D. E. Shaw Investor and any other member of the D. E. Shaw Affiliated Group, and the remainder of such Maximum Number of Registrable Securities shall be allocated as follows: (a) if the number of Registrable Securities requested to be included in such registration by each of the other two Principal Holders participating in such offering equals or exceeds 50% of such remainder, 50% of such remainder shall be allocated to each such Principal Holder, and (b) if the number of Registrable Securities requested to be included in such registration by one of such other two Principal Holders is less than 50% of such remainder, all of such requested number of Registrable Securities shall be allocated to such Principal Holder out of such remainder, and the rest of such remainder of such Maximum Number of Registrable Securities shall be allocated to the other of such other two Principal Holders; (y) if two of the Principal Holders are participating in such offering, the Maximum Number of Registrable Securities shall be allocated as follows: (a) if the number of Registrable Securities requested to be included in such registration by each of such Principal Holders equals or exceeds 50% of such Maximum Number, 50% of such Maximum Number of Registrable Securities shall be allocated to each such Principal Holder, and (b) if the number of Registrable Securities requested to be included in such registration by one of such two Principal Holders is less than 50% of such Maximum Number, all of such requested number of Registrable Securities shall be allocated to such Principal Holder out of such remainder, and the remainder of such Maximum Number of Registrable Securities shall be allocated to the other of such two Principal Holders; and (z) if only one of the Principal Holders is participating in such registration, 100% of the Maximum Number of Registrable Securities shall be allocated to such Principal Holder;

Priority on Demand Registration. If any the sole or managing underwriter of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities advises Holdings in writing that in its view opinion the total number or dollar amount of Registrable Securities proposed and other securities requested to be included exceeds the maximum number of Registrable Securities and other securities (the “Underwriter’s Maximum Number”) which can be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting the distribution of the securities being offered, the price that will be paid in such offeringoffering or the marketability thereof, and then Holdings shall be required to include in such registration only such number of securities as is equal to the Underwriter’s Maximum Number (the “Demand Registration Cutback”) and Holdings and the holders of Registrable Securities shall be allocated as follows, unless participate in such offering in the underwriter requires a different allocationfollowing order of priority: (i) first, pro rata among the holders there shall be included in such registration that number of Registrable Securities on that the basis of the percentage of the Registrable Securities Requesting Holders shall have requested to be included in such Registration Statement by offering pursuant to either Section 5.1(a) or Section 5.2(a), and that does not exceed the Underwriter’s Maximum Number; provided, however, that holders who request registration pursuant to Section 5.2(a) shall not be entitled to participate in any such holders; andregistration if (x) the sole or managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of holders of Employee Securities that constitute Registrable Securities would adversely affect the marketability of the Securities being sold in such registration and (y) if Xx. Xxxxxxxx is then the Chief Executive Officer of the Holdings, he shall have approved the exclusion of such holders based upon the determination of the sole or managing underwriter (or, in the case of an offering that is not underwritten, an investment banker), which approval shall not be unreasonably withheld; (ii) second, the securities for which inclusion Holdings shall be entitled to include in such Demand Registration, as registration that number of Securities that it proposes to offer and sell for its own account to the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any full extent of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any remaining portion of the foregoing Underwriter’s Maximum Number; and (iii) third, the number of Securities that other holders shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed requested to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holderregistration pursuant to Other Registration Rights, as defined in this sentence. No securities excluded from to the underwriting by reason full extent of the underwriterremaining portion of the Underwriter’s marketing limitation Maximum Number; provided, however, that such other holders shall not be entitled to participate in any such registration if the sole or managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of other holders would adversely affect the marketability of the Securities being sold in such registration. In the event that a Demand Registration Cutback results in less than all of the Securities of a particular category (i.e., Registrable Securities of the Requesting Holders pursuant to clause (i) above; Securities of Holdings pursuant to clause (ii) above; and Securities of other holders pursuant to clause (iii) above) that are requested to be included in such registration actually being included in such registration, then the number of Securities of such category that shall be included in such registrationregistration shall be allocated pro rata among all of the holders of Securities of such category that requested Securities to be included in such registration based on the relative number of shares of securities owned by each such Person (assuming for this purpose the conversion of the Convertible Preferred Stock pursuant to the Certificate of Designations).

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities Holders in writing that that, in its view view, the total number or dollar amount of Registrable Securities and other Company Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including securities including, without limitation, Company Securities proposed to be included by other holders of securities Company Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities and other Company Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the holders of Registrable Securities Key Investors on the basis of the percentage of the Registrable Securities (on an as-converted basis) requested to be included in such Registration Statement by such holders; andKey Investors; (ii) second, pro rata among the securities for which inclusion Holders (other than the Key Investors) on the basis of the percentage of Registrable Securities (on an as-converted basis) requested to be included in such Demand RegistrationRegistration Statement by such Holders; and (iii) third, any securities proposed to be registered for the account of any other Persons (including the Company), with such priorities among them as the case may be, was requested by the Corporationsuch Persons shall determine. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders stockholders or Affiliates affiliates of such holderthe Holders, or the estates and family members of any such holder Holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons persons and, at the election of such holder Holder or such partners, retired partners, trust or Affiliatesaffiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder Holder and other Persons persons shall be deemed to be a single selling holderHolder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder Holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons entities and individuals included in such selling holderHolder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any the sole or managing underwriter of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and advises the managing underwriter or underwriters advise the holders of such securities Company in writing that in its view opinion the total number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or dollar amount the marketability thereof, the Company will include in such registration the greatest number of (i) Registrable Securities proposed to be sold registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in such offering is such as respect of Registrable Securities hereunder proposed to adversely affect be registered by the success of such offering holders thereof and (including iii) securities proposed to be included registered by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that Company for its own account which in the opinion of such managing underwriter underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offeringoffering or the marketability thereof, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata ratably among the holders of Registrable Securities Securities, the holders of such Other Registration Rights and the Company, based (A) as between the Company and such holders requesting registration, on the basis respective amounts of the percentage of the Registrable Securities securities requested to be included in registered and (B) as among the holders requesting registration, on the respective amounts of Registrable Securities (whether requested to be registered pursuant to SECTION 5.1 OR 5.2) and securities subject to such Other Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand RegistrationRights, as the case may be, was requested held by each such holder; provided, however, that the Corporation. For purposes Company shall have the right (the "PRIORITY RIGHT") to receive priority over all holders of any underwriter cutback, all Registrable Securities held by in any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed Demand Registration to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) effected under this SECTION 5.1 with respect to securities that the Company proposes to include in such selling holder shall be based upon registration for its own account by giving written notice of its election to exercise such Priority Right to the aggregate amount holders of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationrequesting registration thereof.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that that, in its view view, the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such the Registration Statement pursuant to incidental or piggyback registration rights), then there the amount of securities to be offered (i) for the account of the members of the Demanding Qualified Holder Group and any other holders of Registrable Securities and (ii) for the account of all such other Persons (other than members of the Demanding Qualified Holder Group and any other holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such firm commitment underwritten offering to the number or dollar amount of Registrable Securities that in the opinion of recommended by such managing underwriter can or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be sold without adversely affecting included by such offeringother Persons and then, if necessary, reducing the securities requested to be included by the members of the Demanding Qualified Holder Group and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata among the any other holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (ii. In connection with any Demand Registration to which the provisions of this Section 3(b) secondapply, the no securities for which inclusion in other than Registrable Securities shall be covered by such Demand Registration, Registration except as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, provided in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such executionSection 3(d)(ii) hereof, and such holder and other Persons registration shall be deemed to be a single selling holder, and any pro rata reduction (unless not reduce the managing underwriter requires a different allocation) number of available Demand Registrations with respect to such selling holder shall be based upon the Demanding Qualified Holder Group under this Section 3 in the event that the Registration Statement excludes more than 25% of the aggregate amount number of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason that members of the underwriter’s marketing limitation shall Demanding Qualified Holder Group requested be included in such registrationincluded.

Priority on Demand Registration. If any of the Registrable ------------------------------- Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, offering and the managing underwriter or underwriters of a Demand Registration advise the Company and the holders of such securities Registrable Securities in writing that in its view or their reasonable opinion the total number or dollar amount of Registrable Securities shares of Common Stock proposed to be sold in such offering is such as to adversely affect Demand Registration exceeds the success maximum number of such offering (including securities proposed to be included shares specified by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can that may be sold distributed without adversely affecting the price, timing or distribution of the Common Stock, the Company shall include in such offering, and registration only such maximum number of Registrable Securities shall which, in the reasonable opinion of such underwriter or underwriters can be allocated as follows, unless sold in the underwriter requires a different allocation: following order of priority: (i) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities requested to be included in such Demand Registration Statement held by the party requesting such Demand Registration (provided that, in the case of a Demand Registration Request made by Xxxxx, such amount shall be allocated among the Xxxxx holders, and, if requested by Xxxxx to be included in such Demand Registration, CVC and the holders of Registrable Securities held by WEP on a pro rata basis based upon the number of Registrable Securities requested to be included by such holdersXxxxx holders in such Demand Registration); and (ii) second, shares of Common Stock to be offered by the securities for which inclusion Company in such Demand Registration; and (iii) third, shares of Common Stock held by other holders requested to be included in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons amount shall be deemed to be allocated among such other holders on a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be basis based upon the aggregate amount their respective percentage of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason ownership of the underwriter’s marketing limitation shall be included in such registrationtotal number of shares of Common Stock then outstanding.

Priority on Demand Registration. If any the sole or managing underwriter of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and advises the managing underwriter or underwriters advise the holders of such securities Company in writing that in its view opinion the total number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or dollar amount the marketability thereof, the Company will include in such registration the greatest number of (i) Registrable Securities proposed to be sold registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in such offering is such as respect of Registrable Securities hereunder proposed to adversely affect be registered by the success of such offering holders thereof and (including iii) securities proposed to be included registered by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that Company for its own account which in the opinion of such managing underwriter underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offeringoffering or the marketability thereof, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires a different allocation: (i) first, pro rata ratably among the holders of Registrable Securities Securities, the holders of such Other Registration Rights and the Company, based (A) as between the Company and such holders requesting registration, on the basis respective amounts of the percentage of the Registrable Securities securities requested to be included in registered, and (B) as among the holders requesting registration, on the respective amounts of Registrable Securities (whether requested to be registered pursuant to Section 5.1 or 5.2) and securities subject to such Other Registration Statement by such holders; and (ii) second, the securities for which inclusion in such Demand RegistrationRights, as the case may be, was requested held by each such holder; provided, however, that the Corporation. For purposes Company shall have the right (the "Priority Right") to receive priority over all holders of any underwriter cutback, all Registrable Securities held by in any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed Demand Registration to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) effected under this Section 5.1 with respect to securities that the Company proposes to include in such selling holder shall be based upon registration for its own account by giving written notice of its election to exercise such Priority Right to the aggregate amount holders of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationrequesting registration thereof.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters underwriter(s) advise the holders Holders of such securities in writing that in its view good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter requires underwriters require a different allocation: (i) first, to the CD&R Investor Parties and their Affiliates requesting such registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) pro rata among the holders of Registrable Securities on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all CD&R Investors and their Affiliates, until with respect to each such Holder, all Registrable Securities requested to be for registration by such Holders have been included in such Registration Statement by such holders; andregistration; (ii) second, among the Holders of Registrable Securities (other than CD&R Investor Parties and their Affiliates) requesting such registration pursuant to incidental or piggyback registration rights pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders until, with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration; and (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, Registration was requested by the Corporation. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationCompany.

Priority on Demand Registration. (i) If any of the Registrable Securities registered pursuant to a Continuing Demand Registration are to be sold in a firm commitment is an underwritten offering, offering and the managing underwriter or underwriters advise the holders of such securities Company in writing that in its view their opinion the total number or dollar amount of Registrable Securities proposed and, if permitted hereunder, other securities requested to be sold in such offering is such as to adversely affect the success of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering exceeds the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall and other securities, if any, which can be allocated as followssold therein without adversely affecting the marketability of the offering, unless then the underwriter requires a different allocation: Company will include in such registration (i1) first, pro rata among the holders of Registrable Securities on the basis of the percentage of the Continuing Registrable Securities requested to be included in such Registration Statement by such holders; and registration, (ii2) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Corporation. For purposes of any underwriter cutback, all DLJ Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such holder or such partners, retired partners, trust or Affiliates, any charitable organization, in each case requested to which any of the foregoing shall have been distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other Persons shall be deemed to be a single selling holder, and any pro rata reduction (unless the managing underwriter requires a different allocation) with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all Persons included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationregistration and any equity securities offered by the Company, pro rata among the holders of DLJ Registrable Securities and the Company, on the basis of the number of shares owned by each such holder of DLJ Registrable Securities, and, in the case of the Company, on the basis to the number of shares proposed to be offered by the Company, and (3) third, other securities requested to be included in such registration and (ii) if a DLJ Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering then (A) if the holders of the Continuing Registrable Securities were offered the opportunity to include all such Continuing Registrable Securities in an Initial Public Offering (including, without limitation, any offer to include such Continuing Registrable Securities pursuant to Section 10A), then the Company will include in such registration (1) first, any DLJ Registrable Securities that DLJ Merchant Banking proposes to sell, (2) second, the other Registrable Securities requested to be included in such registration and any equity securities offered by the Company, pro rata among the holders of such Registrable Securities and the Company, on the basis of the number of shares owned by each such holder, and, in the case of the Company, on the basis to the number of shares proposed to be offered by the Company, and (3) third, other securities requested to be included in such registration and (B) if the holders of the Continuing Registrable Securities were not offered the opportunity to include all such Continuing Registrable Securities in an Initial Public Offering, then the Company will include in such registration (1) first, any Continuing Registrable Securities requested to be included in such registration by the Continuing Stockholders, (2) second, any other Registrable Securities requested to be included in such registration and any equity securities offered by the Company, pro rata among the holders of such Registrable Securities and the Company, on the basis of the number of shares owned by each such holder, and, in the case of the Company, on the basis to the number of shares proposed to be offered by the Company, and (iii) third, other securities requested to be included in such registration .