Common use of Priority on Demand Registration Clause in Contracts

Priority on Demand Registration. 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 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 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 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registration.

Priority on Demand Registration. Holders shall have the right If Registrable Securities are to request that be registered pursuant to a Demand Registration, the Company shall provide written notice to the other holders of Registrable Securities and will permit all such holders who request to be included in the Demand Registration be effected as to include any and all Registrable Securities held by such holders in such Demand Registration. Notwithstanding the foregoing, 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 Registrable Securities that, in its or their opinion, the total 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 any time, subject to this Section 1 by delivering a price reasonably related to the Company a notice setting forth current market price of the Common Stock or (ii) without materially and adversely affecting such request and offering, then the number of Registrable Securities sought to be disposed of by sold pursuant to such Holder Demand Registration will, if necessary, be reduced and there will be included 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 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 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 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 that, in the opinion of such Holders have requested managing underwriter or underwriters, can be included in such underwritten offering, regardless sold at a price reasonably related to the current market price of the number Common Stock and without materially and adversely affecting the success of such offering. Any reduction in Registrable Securities will be allocated PRO RATA among the holders of Registrable Securities or other securities held by each such Person) that can be sold without exceeding on 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, with such 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 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 basis of the Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) amount of all Registrable Securities requested to be registered 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 pursuant to "piggyback" rights granted by the Holders initiating such Company in compliance with Section 1.3(c) shall have their shares excluded from the Demand Registration are, in fact, registered in such registrationbefore any Registrable Securities are excluded pursuant to this Section 1.2(c).

Priority on Demand Registration. Holders shall have If any of the right Registrable Securities registered pursuant to request that a Demand Registration are to be effected as an sold in one or more firm commitment underwritten offering at any timeofferings, subject to this Section 1 by delivering to the Company a may also provide written notice setting forth 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 Registrable Securities that the total amount of holders of Registrable Securities and securities that such equity security holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then (i) first, the amount of securities 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 each such holder), and (ii) second, 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 included in such offeringDemand Registration will, which underwriter(s) shall if necessary, be reasonably acceptable to the Company, provided that, with respect to reduced and there will be included in 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 firm commitment 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 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 only the number of Registrable Securities which that, in the opinion of such Holders have requested be included in such underwritten offeringmanaging underwriter or underwriters, regardless of the number of Registrable Securities or other securities held by each such Person) that can be sold without exceeding materially and adversely affecting the Maximum Threshold; (2) secondsuccess of such offering, to allocated pro rata among the extent that holders of Registrable Securities on 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, with such 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 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 basis of the amount of Registrable Securities proposed to be included in therein by each such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registrationholder.

Priority on Demand Registration. Holders shall have If the right to request that sole or managing underwriter of a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to advises the Company a notice setting forth such request and Issuer in writing that in its opinion the number of Registrable Securities sought and other securities requested 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 included exceeds 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 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 and 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 without adversely affecting the proposed offering pricedistribution of the securities being offered, the timingprice that will be paid in such offering or the marketability thereof, 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 Issuer will include in such registration: (1) first, registration the Registrable Securities (pro rata in accordance with the greatest 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(i) 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 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, with such 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 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 Registrable Securities proposed to be included registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in respect of Registrable Securities hereunder proposed to be registered by the holders thereof and (iii) securities proposed to be registered by the Issuer for its own account which in the opinion of such underwriters can be sold in such offering prior to without adversely affecting the consummation distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, andratably among the holders of Registrable Securities, in the holders of such eventOther Registration Rights and the Issuer, based (A) as between the Issuer and such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to holders requesting registration, on the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) respective amounts of all Registrable Securities securities requested to be 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 Rights, as the case may be, held by each such holder; provided, that the Issuer and the Company shall have the right (the "Priority Right") to receive priority over all holders of Registrable Securities in any Demand Registration to be effected under this Section 5.1 with respect to securities that the Company or the Issuer proposes to include in such Demand Registration registration for its own account by giving written notice of its election to exercise such Priority Right to the Holders initiating such Demand Registration are, in fact, registered in such registrationholders of Registrable Securities requesting registration thereof.

Priority on Demand Registration. Holders shall have If any of the right Registrable Securities registered pursuant to request that a Demand Registration are to be effected as an sold in one or more firm commitment underwritten offering at any timeofferings, subject to this Section 1 by delivering to the Company a may also provide written notice setting forth 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 advises the holders of Registrable Securities that the total amount of Registrable Securities and securities that such equity security holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then (i) first, the amount of securities 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 each such holder), and (ii) second, 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 included in such offeringDemand Registration will, which underwriter(s) shall if necessary, be reasonably acceptable to the Company, provided that, with respect to reduced and there will be included in 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 firm commitment 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 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 only the number of Registrable Securities which that, in the opinion of such Holders have requested be included in such underwritten offeringmanaging underwriter or underwriters, regardless of the number of Registrable Securities or other securities held by each such Person) that can be sold without exceeding materially and adversely affecting the Maximum Threshold; (2) secondsuccess of such offering, to allocated pro rata among the extent that holders of Registrable Securities on 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, with such 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 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 basis of the amount of Registrable Securities proposed to be included in therein by each such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registrationholder.

Priority on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at If 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 included registered pursuant to a Demand Registration are to be sold in such offeringone or more firm commitment Underwritten Offerings, 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 may also provide written notice to other stockholder holders of the Company and its equity securities (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 than 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 CompanySecurities), if any, who desire have piggyback registration rights with respect thereto and will permit all of those holders who request to sell be included in the Demand Registration to include any or otherwiseall equity securities held by those holders in that Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, exceeds if the maximum dollar managing underwriter or underwriters of the Underwritten Offering to which that Demand Registration relates advises the Company and the Purchasers whose Registrable Securities are being registered that the total amount or maximum of Registrable Securities 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 that which can be sold in such underwritten offering without materially and 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”)offering, then the Company shall will include in such registration: registration (1i) first, up to the full number of the Registrable Securities (pro rata in accordance with requested to be registered pursuant to Section 3(a) hereof to the extent such Registrable Securities requested to be registered do not exceed the largest number of Registrable Securities securities which such Holders have requested can be included sold in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each offering without materially and adversely affecting such Person) that can be sold without exceeding the Maximum Threshold; offering and (2ii) 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 number of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered pursuant to Section 3(a) hereof is less than the number of securities which can be sold in such Demand Registration underwritten offering without materially and adversely affecting such offering, such number of shares of equity securities the Company requests to be included in such registration 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 Holders initiating Company and such Demand Registration areother Persons to be allocated as agreed upon by the Company and such other Persons) which, in factthe opinion of the managing underwriter or underwriters, registered in can be sold without materially and adversely affecting such registrationunderwritten offering.

Priority on Demand Registration. Holders shall have If any of the right Registrable Securities registered pursuant to request that a Demand Registration are to be effected as an sold in one or more firm commitment underwritten offering at any timeofferings, subject to this Section 1 by delivering to the Company a may also provide written notice setting forth 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 advises the holders of Registrable Securities that the total amount of Registrable Securities and securities that such equity security holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then (i) first, the amount of securities 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 each such holder), and (ii) second, 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 included in such offeringDemand Registration will, which underwriter(s) shall if necessary, be reasonably acceptable to the Company, provided that, with respect to reduced and there will be included in 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 firm commitment 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 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 only the number of Registrable Securities which that, in the opinion of such Holders have requested managing underwriter or underwriters, can be included in sold without materially and adversely affecting the success of such underwritten offering, regardless allocated pro rata among the holders of Registrable Securities on the basis 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registrationholder.

Priority on Demand Registration. Holders If (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 shall have the right to request that a Demand Registration be effected as an underwritten offering at any timeoffering, 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 the Holders in such underwritten offering. All Holders proposing to participate in such 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 6(b7(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 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a the Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered and sold in such registration.

Priority on Demand Registration. Holders shall have If the right to request that sole or managing underwriter of a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to advises the Company a notice setting forth such request and in writing that in its opinion the number of Registrable Securities sought and other securities requested 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 included exceeds 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 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 and 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 without adversely affecting the proposed offering pricedistribution of the securities being offered, the timingprice that will be paid in such offering or the marketability thereof, 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 will include in such registration: (1) first, registration the Registrable Securities (pro rata in accordance with the greatest 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(i) 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 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, with such 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 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 Registrable Securities proposed to be included registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in respect of Registrable Securities hereunder proposed to be registered by the holders thereof and (iii) securities proposed to be registered by the Company for its own account which in the opinion of such underwriters can be sold in such offering prior to without adversely affecting the consummation distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, andratably among the holders of Registrable Securities, in the holders of such eventOther Registration Rights and the Company, based (A) as between the Company and such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to holders requesting registration, on the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) respective amounts of all Registrable Securities securities requested to be 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 Rights, as the case may be, held by each such holder; provided, however, that the Company shall have the right (the "Priority Right") to receive priority over all holders of Registrable Securities in any Demand Registration to be effected under this Section 5.1 with respect to securities that the Company proposes to include in such Demand Registration registration for its own account by giving written notice of its election to exercise such Priority Right to the Holders initiating such Demand Registration are, in fact, registered in such registrationholders of Registrable Securities requesting registration thereof.

Priority on Demand Registration. Holders shall have Section 9D of the right 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 request that a 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 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 be effected as an underwritten offering at any timeunder this Agreement, 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 that the Registrable Securities included in such offeringregistration shall consist of (x) first, 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 a number of Registrable Securities which the Holders desire to sellwhich, taken together along with all other shares of Common Stock or other securities which sold by the Company desires to sell Oaktree Investors and Indigo Investors in 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 overallotment in the Company’s initial Public Offering, if anyconstitutes the Base Priority, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering and (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Threshold”), then the Company shall include in such registration: (1y) first, the any remaining Oaktree Registrable Securities (pro rata in accordance with the number of and Indigo Registrable Securities which such Holders have requested be included in such underwritten offeringDemand Registration, regardless and any shares of the number of Registrable Securities or other securities Common Stock 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 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, with such 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 sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn ’s employees or directors designated by Holders of a majority of the Registrable Securities proposed Indigo Investors or the Oaktree Investors to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a first Demand Registration count as a Demand Registration unless at least fifty percent (50%) “Additional Shares”), pro rata among the holders of all such Registrable Securities requested to be registered or Additional Shares, as the case may be, 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 Holders initiating such Demand Registration are, in fact, registered in such registrationInvestor Rights Agreement and (2) executing a lock-up agreement for the benefit of the underwriters that is substantially similar to any lock-up agreement executed by the Indigo Investors and the Oaktree Investors (or their respective designees).

Priority on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at If 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 included subject to a Demand Registration, an S-3 Registration or a Shelf Registration are to be sold 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 a firm commitment Underwritten Offering 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 underwriter or underwriters of a Demand Registration, an underwritten offering advise(s) S-3 Registration or a Shelf Registration advise the Company and the Holders Investors in writing that in its or their opinion the dollar amount or number of Registrable Securities which the Holders desire proposed 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 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 affecting the proposed offering price, timing or distribution of the timingRegistrable Securities, 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 registrationregistration only such maximum number of Registrable Securities which, in the reasonable opinion of such managing underwriter can be sold in the following order of priority: (1i) 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to Demand Registration, S-3 Registration or Shelf Registration, as the consummation thereofcase may be, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected by the Investors pursuant to this Section 5(e) and the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent other Investors pursuant to Section 4 and (50%ii) of all Registrable second, the Securities requested to be registered offered by the Company in such Demand Registration, S-3 Registration or Shelf Registration. To the extent that the Registrable Securities 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 shall be allocated pro rata among the Investors based on the relative number of Registrable Securities then actually owned by the Holders initiating Investors; provided, however, that if the Demand Registration, S-3 Registration or Shelf Registration is an Underwritten Offering, the managing underwriter or underwriters may select Registrable Securities for inclusion in such Demand Registration, S-3 Registration areor Shelf Registration from the Investors on a basis other than on such pro rata basis if, in factthe reasonable opinion of such underwriter or underwriters, registered in selection on such registrationother basis would be material to the success of the offering.

Priority on Demand Registration. Holders The Stockholder shall have the right to request that a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 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 the Stockholder in such underwritten offering. All Holders proposing If the Stockholder proposes to participate in such underwriting underwriting, it 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 Company and reasonably acceptable to the CompanyStockholder, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder 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 any Holder the Stockholder shall be limited as provided in Section 6(b7(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(s) for such an underwritten offering advise(s) the Company and the Holders Stockholder in writing that the dollar amount or number of Registrable Securities which the Holders desire 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 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 which the number of Registrable Securities which such Holders have Stockholder has requested be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each such Person) offering 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 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 such Persons registration requests pursuant to clauses (1) and that can be sold without exceeding (2) exceed the Maximum Threshold, the Company shall include in such registration all of the securities requested to be included pursuant to clauses (1) and (2) and for requestors pursuant to this clause (3), the amount of securities pro rata in accordance with the amount of securities each securityholder has requested to be included in the offering, regardless of the number of securities held by each such Person; 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 sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn by Holders the Stockholder within ten calendar days of a majority of the Registrable Securities proposed to be included in such offering receipt and prior to the consummation thereofdate the registration statement in respect of such underwritten offering has been declared effective, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will ; provided, a Demand Registration count request for an underwritten offering withdrawn by the Stockholder prior to the effectiveness of the applicable registration statement shall be counted as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating Stockholder for the purposes of Section 1.4(d) unless the Stockholder reimburses the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration are, registration statement (in fact, registered in which event such registrationregistration statement shall not be counted as “effected” for purposes of Section 1.4(d)).

Priority on Demand Registration. Holders The Stockholder shall have the right to request that a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 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 the Stockholder in such underwritten offering. All Holders proposing If the Stockholder proposes to participate in such underwriting underwriting, it 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 Company and reasonably acceptable to the CompanyStockholder, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder 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 any Holder the Stockholder shall be limited as provided in Section 6(b7(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions attorney and other documents reasonably required under the terms of such underwriting agreement. If the managing underwriter(s) for such an underwritten offering advise(s) the Company and the Holders Stockholder in writing that the dollar amount or number of Registrable Securities which the Holders desire 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 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 which the number of Registrable Securities which such Holders have Stockholder has requested be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each such Person) offering 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 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 such Persons registration requests pursuant to clauses (1) and that can be sold without exceeding (2) exceed the Maximum Threshold, the Company shall include in such registration all of the securities requested to be included pursuant to clauses (1) and (2) and for requestors pursuant to this clause (3), the amount of securities pro rata in accordance with the amount of securities each securityholder has requested to be included in the offering, regardless of the number of securities held by each such Person; 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 sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn by Holders the Stockholder within ten calendar days of a majority of the Registrable Securities proposed to be included in such offering receipt and prior to the consummation thereofdate the registration statement in respect of such underwritten offering has been declared effective, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will ; provided, a Demand Registration count request for an underwritten offering withdrawn by the Stockholder prior to the effectiveness of the applicable registration statement shall be counted as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating Stockholder for the purposes of Section 1.4(d) unless the Stockholder reimburses the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration are, registration statement (in fact, registered in which event such registrationregistration statement shall not be counted as “effected” for purposes of Section 1.4(d)).

Priority on Demand Registration. Holders shall have the right to request that (i) If a Continuing Demand Registration be effected as is an underwritten offering at any time, subject to this Section 1 by delivering to and the managing underwriters advise the Company a notice setting forth such request and in writing that in their opinion the number of Registrable Securities sought and, if permitted hereunder, other securities requested 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 included in such offering, which underwriter(s) shall be reasonably acceptable to offering exceeds 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 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 therein without adversely affecting the proposed offering price, marketability of 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”)offering, then the Company shall will include in such registration: registration (1) first, the Continuing Registrable Securities requested to be included in such registration, (2) second, the DLJ Registrable Securities requested to be included in such registration 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 accordance with 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 which such Holders have requested be included in such underwritten offeringand, regardless of the number of Registrable Securities or if permitted hereunder, 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 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, with such 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 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 Registrable Securities proposed requested to be included in such offering prior 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 consummation thereof, and, Company will include in such eventregistration (1) first, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant any DLJ Registrable Securities that DLJ Merchant Banking proposes to sell, (2) second, the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all other Registrable Securities requested to be registered included in such Demand Registration registration and any equity securities offered by the Holders initiating Company, pro rata among the holders of such Demand Registration areRegistrable Securities and the Company, on the basis of the number of shares owned by each such holder, and, in factthe case of the Company, registered 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 registrationregistration 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 .

Priority on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at If 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 included subject to a Demand Registration or an S-3 Registration are to be sold 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 a firm commitment Underwritten Offering 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) underwriter or underwriters of a Demand Registration or a S-3 Registration advise the Company and the Holders holders of such Registrable Securities in writing that in its or their opinion the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires proposed 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 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 affecting the proposed offering price, timing or distribution of the timingCommon Stock, 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 registrationregistration only such maximum number of Registrable Securities which, in the reasonable opinion of such managing underwriter can be sold in the following order of priority: (1i) 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count or S-3 Registration, as a Demand Registration unless at least fifty percent the case may be, by BRS, Jefferies and the Euradius Investors, (50%ii) of all second, the Registrable Securities that are requested to be registered included in such Demand Registration or S-3 Registration, as the case may be, of any other holder of Registrable Securities, and (iii) third, shares of Common Stock to be offered by the Holders initiating Company in such Demand Registration areor S-3 Registration. 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 clauses (i), in fact(ii) or (iii) above, registered in such registrationshares 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.

Priority on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at If 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 included registered pursuant to a Demand Registration are to be sold 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) hereofan Underwritten Offering, 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) advise the Company and the Holders Initiating Sponsor in writing that in its good faith determination the total number or dollar amount or number of Registrable Securities which the Holders desire proposed 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 without is such as to adversely affecting affect the proposed offering price, the timing, the timing or distribution method, or the probability of success of such offering (including securities proposed to be included by other Holders entitled to include such maximum dollar amount securities in such Registration Statement pursuant to incidental or maximum number of securities, as applicable, the “Maximum Threshold”piggyback registration rights), then the Company there shall include be included in such registration: (1) first, Underwritten Offering the number or dollar amount of Registrable Securities (pro rata that in accordance with the opinion of such managing underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (i) first, any Registrable Securities for which such Holders have requested be included inclusion in such underwritten offeringDemand Registration was requested by the Initiating Sponsor; (ii) second, regardless of any Registrable Securities requested by the number non-Initiating Sponsor; (iii) third, pro-rata among the Holders of Registrable Securities or other securities held by each than the Sponsors that have requested to participate in such Person) that can be sold without exceeding Demand Registration on the Maximum Threshold; (2) second, to basis of 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, with such 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 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 percentage of the Registrable Securities proposed requested to be included in such offering prior Registration Statement by such Holders; (iv) fourth, pro-rata among any other Holders entitled to the consummation thereof, and, include such securities in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected Registration Statement pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent piggyback registration rights; and (50%v) of all Registrable Securities requested to be registered fifth, any securities for which inclusion in such Demand Registration was requested by the Holders initiating such Demand Registration are, in fact, registered Company. No securities excluded from the Underwritten Offering by reason of the managing underwriter(s)’ marketing limitations shall be included in such registrationoffering.

Priority on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at If 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 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 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 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected registered pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as are to be sold in a firm commitment underwritten offering and the managing underwriter or underwriters of a Demand Registration unless at least fifty percent advise the Company and the holders of such Registrable Securities in writing that in its or their reasonable opinion the number of shares of Common Stock proposed to be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of the Common Stock, the Company shall include in such registration only such maximum number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (50%i) of all except as provided in clause (ii) below, first, the Registrable Securities requested to be registered included in such Demand Registration by the Holders initiating party who delivered the Demand Registration Request to the Company (the "Requesting Party"); (ii) second, shares of Common Stock held by other holders requested to be included in such Demand Registration arepursuant to Section 3 hereof, in factprovided that such amount shall be allocated among such other holders on a pro rata basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding and, registered 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 registrationDemand 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.

Priority on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at If 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 included subject to a Demand Registration are to be sold 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 a firm commitment Underwritten Offering 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) underwriter or underwriters of a Demand Registration advise the Company and the Holders holders of such Registrable Securities in writing that in its or their opinion the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires proposed 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 Demand Registration exceeds the maximum number of shares of Common Stock specified by the managing underwriter that may be distributed without materially and adversely affecting the proposed offering price, timing or distribution of the timingRegistrable Securities, 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 registrationregistration only such maximum number of Registrable Securities which, in the reasonable opinion of such managing underwriter can be sold in the following order of priority: (1i) first, the Registrable Securities (pro rata in accordance with the number of Registrable Securities which such Holders have requested to be included in such underwritten offeringDemand Registration pursuant to Section 3 or this Section 4 by any holder; (ii) second 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, regardless the 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, to be included in the Demand Registration must be allocated among the holder(s) of Registrable Securities 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 Other Securities, as the case may be, then owned by such holder(s) of Registrable Securities or Other Securities, as the case may be (provided that any Registrable Securities or Other Securities, as the case may be, thereby allocated to any such holder that exceed such holder's request will be reallocated among the remaining registering holders of such securities held by each such Person) in like manner); provided, however, that can be sold without exceeding if the Maximum Threshold; (2) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (1)Demand Registration is an Underwritten Offering, the Common Stock managing underwriter 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, with such 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 sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering underwriters may be withdrawn by Holders of a majority of the select Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered inclusion in such Demand Registration by from the Holders initiating Management Investors on a basis other than such Demand Registration arepro rata basis if, in factthe reasonable opinion of such underwriter or underwriters, registered in selection on such registrationother basis would be material to the success of the offering.

Priority on Demand Registration. 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 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 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 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registration.

Priority on Demand Registration. 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-in-Interest majority 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 6(b7(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, (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 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 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent CPAM: 9910021.10 EXHIBIT B (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registration.

Priority on Demand Registration. Holders shall have If the right to request that sole or managing ------------------------------- underwriter of a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to advises the Company a notice setting forth such request and in writing that in its opinion the number of Registrable Securities sought and other securities requested 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 included exceeds 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 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 and 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 without adversely affecting the proposed offering pricedistribution of the securities being offered, the timingprice that will be paid in such offering or the marketability thereof, 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 will include in such registration: (1) first, registration the Registrable Securities (pro rata in accordance with the greatest 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(i) 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 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, with such 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 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 Registrable Securities proposed to be included registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in respect of Registrable Securities hereunder proposed to be registered by the holders thereof and (iii) securities proposed to be registered by the Company for its own account which in the opinion of such underwriters can be sold in such offering prior to without adversely affecting the consummation distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, andratably among the holders of Registrable Securities, in the holders of such eventOther Registration Rights and the Company, based (A) as between the Company and such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to holders requesting registration, on the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) respective amounts of all Registrable Securities securities requested to be 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 Rights, as the case may be, held by each such holder; provided, however, that the Company shall have the right (the "Priority -------- Right") to receive priority over all holders of Registrable Securities in any ----- Demand Registration to be effected under this Section 5.1 with respect to ----------- securities that the Company proposes to include in such Demand Registration registration for its own account by giving written notice of its election to exercise such Priority Right to the Holders initiating such Demand Registration are, in fact, registered in such registrationholders of Registrable Securities requesting registration thereof.

Priority on Demand Registration. If the Holders of a majority ------------------------------- in number of shares of the Registrable Shares to be registered in a Demand Registration so elect, the offering of such Registrable Shares pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters 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 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 the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares to be offered shall be reduced in the following order to achieve the amount recommended by such managing underwriter: (x) first, shares proposed to be offered by persons or entities other than the Holders and the Company shall be reduced or eliminated to achieve the recommended amount, (y) next, shares proposed to be offered by the Company shall be reduced or eliminated to achieve the recommended amount, and (z) finally, shares proposed to be offered by the Holders shall be reduced on a pro rata basis among the Holders on the basis of the number of 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 Shares so requested to be registered are excluded from such offering, then the Holders shall have the right to request that a one additional Demand Registration be effected as an underwritten offering at any time, subject to under 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 included in such offering, which underwriter(s) shall be reasonably acceptable to the Company, provided that, 6.02 with respect to such underwriting agreement or Registrable Shares, provided that the failure of such Registrable Shares to be registered is through no fault of such Holder. In connection with any other documents reasonably required under such agreementDemand Registration, (A) no Holder the Company agrees that it shall be required to make any representation or warranty with respect to or on behalf not, without the consent 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 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 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 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, with such 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 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 in number of shares of the Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested Shares to be registered in such Demand Registration by and the Holders initiating manager of the underwriting, transfer or sell Common Stock in a public distribution prior to 90 days (or such Demand Registration are, in fact, registered in such registrationother shorter period of time as the manager of the underwriting may require) after the effective date of the registration statement.

Priority on Demand Registration. Holders shall have If the right to request that sole or managing underwriter of a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to advises the Company a notice setting forth such request and in writing that in its opinion the number of Registrable Securities sought and other securities requested 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 included exceeds 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 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 and 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 without adversely affecting the proposed offering pricedistribution of the securities being offered, the timingprice that will be paid in such offering or the marketability thereof, 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 will include in such registration: (1) first, registration the Registrable Securities (pro rata in accordance with the greatest 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(i) 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 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, with such 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 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 Registrable Securities proposed to be included registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in respect of Registrable Securities hereunder proposed to be registered by the holders thereof and (iii) securities proposed to be registered by the Company for its own account which in the opinion of such underwriters can be sold in such offering prior to without adversely affecting the consummation distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, andratably among the holders of Registrable Securities, in the holders of such eventOther Registration Rights and the Company, based (A) as between the Company and such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to holders requesting registration, on the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) respective amounts of all Registrable Securities securities requested to be 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 Rights, as the case may be, held by each such holder; provided, however, that the Company shall have the right (the "PRIORITY RIGHT") to receive priority over all holders of Registrable Securities in any Demand Registration to be effected under this SECTION 5.1 with respect to securities that the Company proposes to include in such Demand Registration registration for its own account by giving written notice of its election to exercise such Priority Right to the Holders initiating such Demand Registration are, in fact, registered in such registrationholders of Registrable Securities requesting registration thereof.

Priority on Demand Registration. Holders shall have If any of the right Registrable ------------------------------- Securities proposed to request that be registered pursuant to a Demand Registration are to be effected as an sold in a firm commitment underwritten offering at any time, subject to this Section 1 by delivering to the Company a notice setting forth such request and the number managing underwriter or underwriters 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 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) Demand Registration advise the Company and the Holders holders of such Registrable Securities in writing that in its or their reasonable opinion the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires proposed 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 Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the proposed offering price, timing or distribution of the timingCommon Stock, 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 registrationregistration only such maximum number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (1i) first, the Registrable Securities requested to be included in such Demand Registration 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 in accordance with basis based upon the number of Registrable Securities which such Holders have requested to be included by such Xxxxx holders 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 ThresholdDemand Registration); (2ii) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the shares of Common Stock or other securities that to be offered by the Company desires to sell that can be sold without exceeding the Maximum Thresholdin such Demand Registration; and (3iii) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the shares of Common Stock or held by other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any, with such 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 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 Registrable Securities proposed holders requested to be included in such offering prior to Demand Registration, 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 consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) total number of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registrationshares of Common Stock then outstanding.

Priority on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at If 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 included subject to a Demand Registration or an S-3 Registration are to be sold 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 a firm commitment Underwritten Offering 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) underwriter or underwriters of a Demand Registration or a S-3 Registration advise the Company and the Holders holders of such Registrable Securities in writing that in its or their opinion the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires proposed 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 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 affecting the proposed offering price, timing or distribution of the timingCommon Stock, 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 registrationregistration only such maximum number of Registrable Securities which, in the reasonable opinion of such managing underwriter can be sold in the following order of priority: (1i) first, the Registrable Securities (pro rata in accordance with the number of Registrable Securities which such Holders have that are 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior Demand Registration or S-3 Registration (in accordance with the procedures set forth in either Section 3(a) or Section 4(a) above) by any holder of Registrable Securities, and (ii) second, shares of Common Stock to be offered by the consummation thereof, and, Company in such eventoffering. 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 withdrawal shares shall not be treated as a request for an underwritten offering which 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 been effected pursuant requested to be included therein. Notwithstanding the immediately preceding paragraph. In no event will foregoing, if a Demand Registration count as a Demand or S-3 Registration unless at least fifty percent (50%) is an Underwritten Offering, the managing underwriter or underwriters may select shares of all Registrable Securities requested to be registered Common Stock for inclusion, or exclude shares in part or completely, in such Demand Registration by the Holders initiating such Demand Registration areon a basis other than a pro rata basis if, in factthe reasonable opinion of such underwriter or underwriters, registered in selection on such registrationother basis, or inclusion of such shares, would be material to the success of the offering.

Priority on Demand Registration. If the Holders of a majority in number of shares of the Registrable Shares to be registered in a Demand Registration so elect, the offering of such Registrable Shares pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters 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 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 the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares to be offered shall be reduced in the following order to achieve the amount recommended by such managing underwriter: (x) first, shares proposed to be offered by persons or entities other than the Holders and the Company shall be reduced or eliminated to achieve the recommended amount, (y) next, shares proposed to be offered by the Company shall be reduced or eliminated to achieve the recommended amount, and (z) finally, shares proposed to be offered by the Holders shall be reduced on a pro rata basis among the Holders on the basis of the 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 Shares so requested to be registered are excluded from such offering, then the Holders shall have the right to request that a one additional Demand Registration be effected as an underwritten offering at any time, subject to under 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 included in such offering, which underwriter(s) shall be reasonably acceptable to the Company, provided that, 6.02 with respect to such underwriting agreement or Registrable Shares, provided that the failure of such Registrable Shares to be registered is through no fault of such Holder. In connection with any other documents reasonably required under such agreementDemand Registration, (A) no Holder the Company agrees that it shall be required to make any representation or warranty with respect to or on behalf not, without the consent 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 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 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 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, with such 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 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 in number of shares of the Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested Shares to be registered in such Demand Registration by and the Holders initiating manager of the underwriting, transfer or sell Common Stock in a public distribution prior to 90 days (or such Demand Registration are, in fact, registered in such registration.other shorter period of time as the manager of the underwriting may require) after the effective date of the registration statement. (c)

Priority on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at If 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 included subject to a Demand Registration or an S-3 Registration are to be sold 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 a firm commitment Underwritten Offering 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) underwriter or underwriters of a Demand Registration or a S-3 Registration advise the Company and the Holders holders of such Registrable Securities in writing that in its or their opinion the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires proposed 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 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 affecting the proposed offering price, timing or distribution of the timingCommon Stock, 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 registrationregistration only such maximum number of Registrable Securities which, in the reasonable opinion of such managing underwriter can be sold in the following order of priority: (1i) 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count or S-3 Registration as a Demand Registration unless at least fifty percent the case may be, by BRS or the Jefferies Funds, (50%ii) of all second, the Registrable Securities that are requested to be registered included in such Demand Registration or S-3 Registration, as the case may be, of any other holder of Registrable Securities, and (iii) third, shares of Common Stock to be offered by the Holders initiating Company in such Demand Registration areor S-3 Registration. 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 clauses (i), in fact(ii) or (iii) above, registered in such registrationshares 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.

Priority on Demand Registration. Holders If (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 shall have the right to request that a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 offering,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 the Holders in such underwritten offering. All Holders proposing to participate in such 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 6(b7(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 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a the Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered and sold in such registration.

Priority on Demand Registration. Holders shall have If the right to request that sole or managing underwriter of a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to advises the Company a notice setting forth such request and in writing that in its opinion the number of Registrable Securities sought and other securities requested 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 included exceeds 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 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 and 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 without adversely affecting the proposed offering pricedistribution of the securities being offered, the timingprice that will be paid in such offering or the marketability thereof, 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 will include in such registration: (1) first, registration the Registrable Securities (pro rata in accordance with the greatest 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(i) 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 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, with such 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 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 Registrable Securities proposed to be included registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in respect of Registrable Securities hereunder proposed to be registered by the holders thereof and (iii) securities proposed to be registered by the Company for its own account which in the opinion of such underwriters can be sold in such offering prior to without adversely affecting the consummation distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, andratably among the holders of Registrable Securities, in the holders of such eventOther Registration Rights and the Company, based (A) as between the Company and such withdrawal shall not holders requesting registration, on the respective amounts of securities requested to be treated registered, and (B) as a request for an underwritten offering which shall have been effected pursuant to among the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) holders requesting registration, on the respective amounts of all Registrable Securities (whether requested to be registered pursuant to Section 5.1 or 5.2) and securities subject to such Other Registration Rights, as the case may be, held by each such holder; provided, however, that the Company shall have the right (the "Priority Right") to receive priority over all holders of Registrable Securities in any Demand Registration to be effected under this Section 5.1 with respect to securities that the Company proposes to include in such Demand Registration registration for its own account by giving written notice of its election to exercise such Priority Right to the Holders initiating such Demand Registration are, in fact, registered in such registrationholders of Registrable Securities requesting registration thereof.

Priority on Demand Registration. Holders shall have If any of the right Registrable Securities registered pursuant to request that a Demand Registration are to be effected sold in one or more firm commitment Underwritten 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 an underwritten offering at any timethe Registrable Securities. Notwithstanding the foregoing, subject if the managing underwriter or underwriters of the Underwritten Offering to this Section 1 which that Demand Registration relates advises the Stockholders whose Registrable Securities are being registered that the total amount of Registrable Securities and securities that the other equity security holders intend to include in that Demand Registration is in the aggregate such as to materially and adversely affect the success of the offering, then (i) first, the amount of securities 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 delivering to the Company a notice setting forth such request each holder and (ii) 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 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 securitiesDemand Registration will, if anynecessary, 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 reduced and there will be included in 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 firm commitment Underwritten Offering the number of Registrable Securities which that in the opinion of such Holders have requested be included in such underwritten offering, regardless of the number of Registrable Securities managing underwriter or other securities held by each such Person) that underwriters can be sold without exceeding materially and adversely affecting the Maximum Threshold; (2) secondsuccess of such offering, to allocated pro rata among the extent that holders of Registrable Securities on 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, with such 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 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 basis of the amount of Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration therein by the Holders initiating such Demand Registration are, in fact, registered in such registrationeach holder.

Priority on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at If 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 included subject to a Demand Registration or an S-3 Registration are to be sold 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 a firm commitment Underwritten Offering 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) underwriter or underwriters of a Demand Registration or a S-3 Registration advise the Company and the Holders holders of such Registrable Securities in writing that in its or their opinion the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires proposed 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 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 affecting the proposed offering price, timing or distribution of the timingCommon Stock, 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 registrationregistration only such maximum number of Registrable Securities which, in the reasonable opinion of such managing underwriter can be sold in the following order of priority: (1i) 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count or S-3 Registration, as a Demand Registration unless at least fifty percent the case may be, by BRS and Jefferies, (50%ii) of all second, the Registrable Securities that are requested to be registered included in such Demand Registration or S-3 Registration, as the case may be, of any other holder of Registrable Securities, and (iii) third, shares of Common Stock to be offered by the Holders initiating Company in such Demand Registration areor S-3 Registration. 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 clauses (i), in fact(ii) or (iii) above, registered in such registrationshares 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.

Priority on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at If 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 included registered pursuant to a Demand Registration are to be sold in such a firm commitment underwritten offering, which underwriter(s) shall be reasonably acceptable to and the Company, provided managing underwriter or underwriters advise the holders of such securities in writing that, with respect to such underwriting agreement or any other documents reasonably required under such agreementin its view, (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 total amount or number of Registrable Securities which the Holders desire proposed 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 without is such as to adversely affecting affect the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in the Registration Statement pursuant to incidental or maximum number of securities, as applicable, the “Maximum Threshold”piggyback registration rights), then the Company shall include in such registration: amount of securities to be offered (1i) 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 Common Stock or other securities 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 that (other than members of the Company is obligated to register pursuant to written contractual arrangements, if any, with such Persons Demanding Qualified Holder Group and that can any other holders of Registrable Securities) shall be sold without exceeding the Maximum Threshold; and (4) fourth, reduced to the extent that necessary to reduce 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 sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn by Holders total amount of a majority of the Registrable Securities proposed securities to be included in such offering prior to the consummation thereofamount recommended by such managing underwriter or underwriters by first reducing, andor eliminating if necessary, in all securities of the Company requested to be included by such eventother Persons and then, if necessary, reducing the securities requested to be included by the members of the Demanding Qualified Holder Group and any other holders of Registrable Securities requesting such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to registration pro rata among such holders on the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) basis of all the percentage of the Registrable Securities requested to be registered included in such Registration Statement by such holders. In connection with any Demand Registration to which the provisions of this Section 3(b) apply, no securities other than Registrable Securities shall be covered by such Demand Registration by except as provided in Section 3(d)(ii) hereof, and such registration shall not reduce the Holders initiating such number of available Demand Registrations with respect to the Demanding Qualified Holder Group under this Section 3 in the event that the Registration are, in fact, registered in such registrationStatement excludes more than 25% of the aggregate number of Registrable Securities that members of the Demanding Qualified Holder Group requested be included.

Priority on Demand Registration. Holders shall have If any of the right Registrable Securities registered pursuant to request that a Demand Registration are to be effected as an sold in one or more firm commitment underwritten offering at any timeofferings, subject to this Section 1 by delivering to the Company a may also provide written notice setting forth 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 advises the holders of Registrable Securities that the total amount of Registrable Securities and securities that such equity security holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then (i) first, the amount of securities 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 each such holder), and (ii) second, 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 included in such offeringDemand Registration will, which underwriter(s) shall if necessary, be reasonably acceptable to the Company, provided that, with respect to reduced and there will be included in 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 firm commitment 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 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 only the number of Registrable Securities which that, in the opinion of such Holders have requested managing underwriter or underwriters, can be included in sold without materially and adversely affecting the success of such underwritten offering, regardless allocated pro RATA among the holders of Registrable Securities on the basis 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registrationholder.

Priority on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at If 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 included subject to a Demand Registration or an S-3 Registration are to be sold 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 a firm commitment Underwritten Offering 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) underwriter or underwriters of a Demand Registration or a S-3 Registration advise the Company and the Holders Investors in writing that in its or their opinion the dollar amount or number of Registrable Securities which the Holders desire proposed 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 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 affecting the proposed offering price, timing or distribution of the timingRegistrable Securities, 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 registrationregistration only such maximum number of Registrable Securities which, in the reasonable opinion of such managing underwriter can be sold in the following order of priority: (1i) 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to Demand Registration or S-3 Registration as the consummation thereofcase may be, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected by the Investors pursuant to this Section 5(d) and the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent other Investors pursuant to Section 4 and (50%ii) of all Registrable second, the Securities requested to be registered offered by the Company in such Demand Registration or S-3 Registration. To the extent that the Registrable Securities to be included in the Demand Registration or S-3 Registration must be allocated among the Investors pursuant to clause (i) above, such Registrable Securities shall be allocated pro rata among the Investors based on the relative number of Registrable Securities then actually owned by the Holders initiating Investors; provided, however, that if the Demand Registration or S-3 Registration is an Underwritten Offering, the managing underwriter or underwriters may select Registrable Securities for inclusion in such Demand Registration areor S-3 Registration from the Investors on a basis other than on such pro rata basis if, in factthe reasonable opinion of such underwriter or underwriters, registered in selection on such registrationother basis would be material to the success of the offering.

Priority on Demand Registration. 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-in-Interest majority 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 6(b7(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorneyof­attorney, 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 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 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 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registration.

Priority on Demand Registration. Holders shall have If the right to request that sole or managing underwriter of a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to advises the Company a notice setting forth such request and in writing that in its opinion the number of Registrable Securities sought and other securities requested 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 included exceeds 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 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 and 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 without adversely affecting the proposed offering pricedistribution of the securities being offered, the timingprice that will be paid in such offering or the marketability thereof, 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 will include in such registration: (1) first, registration the Registrable Securities (pro rata in accordance with the greatest 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(i) 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 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, with such 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 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 Registrable Securities proposed to be included registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in respect of Registrable Securities hereunder proposed to be registered by the holders thereof and (iii) securities proposed to be registered by the Company for its own account which in the opinion of such underwriters can be sold in such offering prior to without adversely affecting the consummation distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, andratably among the holders of Registrable Securities, in the holders of such eventOther Registration Rights and the Company, based (A) as between the Company and such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to holders requesting registration, on the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) respective amounts of all Registrable Securities securities requested to be 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 Rights, as the case may be, held by each such holder; provided, however, that the Requesting Holders shall have the right (the "Priority Right") to receive priority over all other holders of Registrable Securities and the Company in any Demand Registration to be effected under this Section 5.1 with respect to securities that the Requesting Holders propose to include in such Demand Registration registration by giving written notice of its election to exercise such Priority Right to the Holders initiating such Demand Registration are, in fact, registered in such registrationother holders of Registrable Securities and the Company requesting registration thereof.

Priority on Demand Registration. Holders shall have Until the right 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 request that 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 a Demand Registration be effected as is an underwritten offering at any time, subject to this Section 1 by delivering to and the managing underwriters advise the Company a notice setting forth such request and in writing that in their opinion the number of Registrable Securities sought and, if permitted hereunder, other securities requested 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 included in such offering, which underwriter(s) shall be reasonably acceptable to offering exceeds 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 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 an orderly manner in 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, within a price range acceptable 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, with such 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 sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn by Holders holders of a majority of the Registrable Securities proposed initially requesting registration, the Company will include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities 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 included in such offering prior to registration and the consummation thereof, and, in such event, such withdrawal shall not Registrable Securities will be treated as together on a request for an underwritten offering which shall have been effected pursuant to pro rata basis among the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) holders of all Registrable Securities requested to be registered in requesting such Demand Registration registration and the holders of such other securities on the basis of the number of shares owned by the Holders initiating each such Demand Registration are, in fact, registered in such registrationholder.

Priority on Demand Registration. 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-in-Interest majority 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 6(b7(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorneyof­attorney, 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 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 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 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) 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, with such 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 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 Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registration.

Priority on Demand Registration. Holders shall have If the right to request that sole or managing underwriter of a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to advises the Company a notice setting forth such request and Issuer in writing that in its opinion the number of Registrable Securities sought and other securities requested 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 included exceeds 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 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 and 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 without adversely affecting the proposed offering pricedistribution of the securities being offered, the timingprice that will be paid in such offering or the marketability thereof, 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 Issuer will include in such registration: (1) first, registration the Registrable Securities (pro rata in accordance with the greatest 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(i) 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 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, with such 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 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 Registrable Securities proposed to be included registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in respect of Registrable Securities hereunder proposed to be registered by the holders thereof and (iii) securities proposed to be registered by the Issuer for its own account which in the opinion of such underwriters can be sold in such offering prior to without adversely affecting the consummation distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, andratably among the holders of Registrable Securities, in the holders of such eventOther Registration Rights and the Issuer, based (A) as between the Issuer and such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to holders requesting registration, on the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) respective amounts of all Registrable Securities securities requested to be 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 Rights, as the case may be, held by each such holder; provided, that the Issuer and the Company shall have the right (the “Priority Right”) to receive priority over all holders of Registrable Securities in any Demand Registration to be effected under this Section 5.1 with respect to securities that the Company or the Issuer proposes to include in such Demand Registration registration for its own account by giving written notice of its election to exercise such Priority Right to the Holders initiating such Demand Registration are, in fact, registered in such registrationholders of Registrable Securities requesting registration thereof.

Priority on Demand Registration. Holders shall have the right With respect to request that a any Demand Registration of Registrable Securities to be effected as an sold in one or more firm commitment underwritten offering at any timeofferings, subject to this Section 1 by delivering to the Company a may also provide written notice setting forth 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 Registrable Securities that the total amount of Registrable Securities and securities that such equity security holders intend to include in such Demand Registration is in the aggregate such as to adversely affect the success of such offering, then (i) first, the amount of securities 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 each such holder), and (ii) second, 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 included in such offeringDemand Registration will, which underwriter(s) shall if necessary, be reasonably acceptable to the Company, provided that, with respect to reduced and there will be included in 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 firm commitment 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 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 only the number of Registrable Securities which and, after clause (i) ceases to be applicable, such Holders have requested be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each that, in the opinion of such Person) that managing underwriter or underwriters, can be sold without exceeding adversely affecting the Maximum Threshold; (2) secondsuccess of such offering, to allocated PRO RATA among the extent that the Maximum Threshold has not been reached under the foregoing holders of Registrable Securities and, after clause (1)i) ceases to be applicable, the Common Stock or holders of such other securities that on the Company desires to sell that can be sold without exceeding basis of the Maximum Threshold; (3) thirdamount of Registrable Securities and, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2)when applicable, 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, with such 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 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 Registrable Securities proposed to be included in therein by each such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registrationholder.

Priority on Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at If 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 included registered pursuant to a Demand Registration are to be sold in such a firm commitment underwritten offering, which underwriter(s) shall be reasonably acceptable to and the Company, provided managing underwriter or underwriters advise the holders of such securities in writing that, with respect to such underwriting agreement or any other documents reasonably required under such agreementin its view, (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 total amount or number of Registrable Securities which the Holders desire proposed 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 without is such as to adversely affecting affect the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in the Registration Statement pursuant to incidental or maximum number of securities, as applicable, the “Maximum Threshold”piggyback registration rights), then the Company shall include in such registration: amount of securities to be offered (1i) 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 Common Stock or other securities 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 that (other than members of the Company is obligated to register pursuant to written contractual arrangements, if any, with such Persons Demanding Qualified Holder Group and that can any other holders of Registrable Securities) shall be sold without exceeding the Maximum Threshold; and (4) fourth, reduced to the extent that necessary to reduce 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 sole discretion, wishes to permit such sales pursuant to this clause (4). A request for an underwritten offering may be withdrawn by Holders total amount of a majority of the Registrable Securities proposed securities to be included in such offering prior to the consummation thereofamount recommended by such managing underwriter or underwriters by first reducing, andor eliminating if necessary, in all securities of the Company requested to be included by such eventother Persons and then, if necessary, reducing the securities requested to be included by the members of the Demanding Qualified Holder Group and any other holders of Registrable Securities requesting such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to registration pro rata among such holders on the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) basis of all the percentage of the Registrable Securities requested to be registered included in such Registration Statement by such holders. In connection with any Demand Registration to which the provisions of this Section 3(b) apply, no securities other than Registrable Securities shall be covered by such Demand Registration by except as provided in Section 3(d)(ii) hereof, and such registration shall not reduce the Holders initiating such number of available Demand Registrations with respect to the Demanding Qualified Holder Group under this Section 3 in the event that the Registration are, in fact, registered in such registrationStatement excludes more than 25% of the aggregate number of Registrable Securities that members of the Demanding Qualified Holder Group requested be included.”

Priority on Demand Registration. Holders shall have If any of the right Registrable Securities registered pursuant to request that a Demand Registration are to be effected as an sold in one or more firm commitment underwritten offering at any timeofferings, subject to this Section 1 by delivering to the Company a may also provide written notice setting forth 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 Registrable Securities that the total amount of holders of Registrable Securities and securities that such equity security holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then (i) first, the amount of securities 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 each such holder), and (ii) second, 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 included in such offeringDemand Registration will, which underwriter(s) shall if necessary, be reasonably acceptable to the Company, provided that, with respect to reduced and there will be included in 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 firm commitment 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 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 only the number of Registrable Securities which that, in the opinion of such Holders have requested be included in such underwritten offeringmanaging underwriter or underwriters, regardless of the number of Registrable Securities or other securities held by each such Person) that can be sold without exceeding materially and adversely affecting the Maximum Threshold; (2) secondsuccess of such offering, to allocated pro rata among the extent that holders of Registrable Securities on 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, with such 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 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 basis of the amount of Registrable Securities proposed to be included in therein by each such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraphholder. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registration.d)