Common use of Priority on Demand Registration Clause in Contracts

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to the Investor until all Registrable Securities requested for registration by the Investor have been included in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment an underwritten offering, and the managing underwriter or underwriters of such underwritten offering advise the Holders holders of such securities in writing that in its or their good faith opinion view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities Securities, Other Securities, if any, and other securities, if any, that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offeringoffering (the “Maximum Offering Size”), and such number of Registrable Securities and Other Securities, if any, shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, Registrable Securities that are requested to be included in such Registration Statement, allocated, if necessary for the Investor until all offering not to exceed the Maximum Offering Size, pro rata on the basis of the relative number of such Registrable Securities requested for registration by the Investor have been included in such registrationinclusion; (ii) second, Other Securities, if any, that are requested to any Holders other than be included in such Registration Statement, allocated, if necessary for the Investor requesting such Demand Registration (whether pursuant offering not to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders exceed the Maximum Offering Size, pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable such Other Securities owned by all such Holders;requested for inclusion; and (iii) third, the securities for which inclusion in such Demand Registrationsecurities, as the case may beif any, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion in such Demand Registration was requested by the Company. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its or their good faith opinion reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to among the Investor until all Holders of Registrable Securities requested for registration by the Investor have been included in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) thirdHolders until, the securities with respect to each Holder, all Registrable Securities requested for which inclusion registration by such Holders have been included in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwiseregistration; and (ivii) fourthsecond, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to the Investor Demand Party, until all Registrable Securities requested for registration by the Investor Demand Party have been included in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration Party (whether pursuant to a Demand Follow-Up Notice or pursuant to incidental or piggyback registration rights) a Piggyback Request), allocated among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its or their good faith opinion reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall shall, subject to the last paragraph of Section 4(s), be allocated as follows, follows (unless the underwriter or underwriters require requires a different allocation:, provided that no such allocation may adversely affect THD or any MJ Investor relative to any Principal Investor or its Affiliates): (i) first, to among the Investor until all Holders of Registrable Securities requested for registration by the Investor have been included in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) thirdHolders until, the securities with respect to each Holder, all Registrable Securities requested for which inclusion registration by such Holders have been included in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwiseregistration; and (ivii) fourthsecond, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to the Investor until all Registrable Securities requested for registration by the Investor have been included in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offeringan Underwritten Offering, and the managing underwriter or underwriters underwriter(s) advise the Holders of such securities in writing that in its or their good faith opinion reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering Underwritten Offering the number or dollar amount of Registrable Securities that in the good faith opinion reasonable view of such managing underwriter or underwriters underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to the Investor until all Registrable Securities requested for registration by the Investor have been included in such registration; (ii) second, to any Holders other than the Investor Standard General Parties and their Affiliates requesting such Demand Registration registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders as determined by the Standard General Parties in their sole discretion, until with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration; (ii) second, among the Holders of Registrable Securities (other than the Standard General Parties and their Affiliates) requesting such registration pursuant to incidental or piggyback registration rights pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders;Holders until, with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration; and (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment an underwritten offering, and the managing underwriter or underwriters advise the Holders holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success price, timing or distribution of such offering (including, without limitation, including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such other securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities and such other securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to pro rata among the Investor until all holders of Registrable Securities that have requested for registration by the Investor have been included to participate in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of the Registrable Securities owned requested to be included in such Registration Statement by each such Holder relative to the number of Registrable Securities owned by all such Holders;holders; and (iiiii) thirdsecond, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders the Company. No securities excluded from the underwriting by reason of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion underwriter’s marketing limitation shall be included in such Demand Registration was requested by the Companyoffering.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration or a Pre-QPO Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders holders of such securities in writing that in its or their good faith opinion view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to pro rata among the Investor until all holders of Registrable Securities requested for registration by the Investor have been included in such registration;Securities; and (ii) second, to any Holders other than the Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) third, the securities for which inclusion in such Demand Registration or Pre-QPO Demand Registration, as the case may be, was requested by the Corporation. In connection with any Demand Registration or Pre-QPO Demand Registration to which the provisions of this subsection (b) apply, no securities other holders of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion in than Registrable Securities shall be covered by such Demand Registration was or Pre-QPO Demand Registration except as provided in subsection (e)(ii) hereof, and such registration shall not reduce the number of available registrations under this Section 3 in the event that the Registration Statement excludes more than 25% of the aggregate number of Registrable Securities that holders requested by the Companybe included.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its or their good faith opinion reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to the Investor until all Holders requesting to include Registrable Securities requested for registration by the Investor have been included in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iiiii) thirdsecond, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwisethe Company; and (iviii) fourththird, any securities of the securities for which inclusion Company requested to by other holders of such securities, on a pro rata basis or in such Demand Registration was requested by the Companyother manner as such other holders agree.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment an underwritten offering, and the managing underwriter or underwriters advise the Holders holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success price, timing or distribution of such offering (including, without limitation, including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such other securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities and such other securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (iA) first, to pro rata among the Investor until all holders of Registrable Securities that have requested for registration by the Investor have been included to participate in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of the Registrable Securities owned requested to be included in such Registration Statement by each such Holder relative to the number of Registrable Securities owned by all such Holders;holders; and (iiiB) thirdsecond, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders the Company. No securities excluded from the underwriting by reason of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion underwriter’s marketing limitation shall be included in such Demand Registration was requested by the Companyoffering.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (ia) first, to each Investor pro rata among such Investors on the basis of the percentage of the Registrable Securities owned by each such Investor relative to the number of Registrable Securities owned by all such Investors, until all Registrable Securities requested for registration by the each such Investor have been included in such registration; (iib) second, to any Holders other than the any Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iiic) third, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and (ivd) fourth, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that that, in its or their good faith opinion reasonable view, the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that that, in the good faith opinion of such the managing underwriter or underwriters underwriters, can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation:allocation (provided that the Principal Stockholders are in any event treated in a substantially similar manner): (i) first, to among the Investor until all Holders of Registrable Securities requested for registration by the Investor have been included in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders ), pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) thirdHolders until, the securities with respect to each Holder, all Registrable Securities requested for which inclusion registration by such Holders have been included in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwiseregistration; and (ivii) fourthsecond, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment an underwritten offering, and the managing underwriter or underwriters underwriter(s) advise the Holders holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success price, timing or distribution of such offering (including, without limitation, including securities proposed to be included by other holders of securities entitled to include such securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, pro-rata among the Shareholders of Registrable Securities that have requested to participate in such Demand Registration on the Investor until all basis of the percentage of the Registrable Securities requested for registration by the Investor have been to be included in such registrationRegistration Statement by such holders; (ii) second, pro-rata among any other holders entitled to any Holders other than the Investor requesting include such Demand securities in such Registration (whether Statement pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders;; and (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders the Company. No securities excluded from the underwriting by reason of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion managing underwriter’s marketing limitations shall be included in such Demand Registration was requested by the Companyoffering.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant subject to a Demand Registration or an S-3 Registration are to be sold in a firm commitment underwritten offering, Underwritten Offering and the managing underwriter or underwriters of a Demand Registration or a S-3 Registration advise the Holders of such securities Company and the Investors in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to Demand Registration or a S-3 Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without materially and adversely affect affecting the success price, timing or distribution of such offering (includingthe Registrable Securities, without limitation, securities proposed to be included by other holders of securities entitled to the Company shall include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in only such firm commitment underwritten offering the maximum number or dollar amount of Registrable Securities that which, in the good faith reasonable opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number in the following order of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: priority: (i) first, to the Investor until all Registrable Securities requested for registration by the Investor have been to be included in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) third, the securities for which inclusion in such Demand Registration, S-3 Registration as the case may be, was requested by any the Investors pursuant to this Section 5(d) and the other holders of Common Stock as a result of registration rights or otherwise; and Investors pursuant to Section 4 and (ivii) fourthsecond, the securities Securities to be 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 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 which inclusion in such Demand Registration was requested by or S-3 Registration from the CompanyInvestors on a basis other than on such pro rata basis if, in the reasonable opinion of such underwriter or underwriters, selection on such other basis would be material to the success of the offering.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offeringan Underwritten Offering, and the managing underwriter or underwriters underwriter(s) advise the Holders of such securities Initiating Sponsor in writing that in its or their good faith opinion determination the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success price, timing or distribution of such offering (including, without limitation, including securities proposed to be included by other holders of securities Holders entitled to include such securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering Underwritten Offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: : (i) first, to the Investor until all any Registrable Securities for which inclusion in such Demand Registration was requested for registration by the Investor have been included in such registration; Initiating Sponsor; (ii) second, to any Registrable Securities requested by the non-Initiating Sponsor; (iii) third, pro-rata among the Holders of Registrable Securities other than the Investor requesting Sponsors that have requested to participate in such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of the Registrable Securities owned requested to be included in such Registration Statement by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the pro-rata among any other Holders entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; and (v) fifth, any securities for which inclusion in such Demand Registration was requested by the Company. No securities excluded from the Underwritten Offering by reason of the managing underwriter(s)’ marketing limitations shall be included in such offering.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to each member of each Investor Group pro rata among such members of such Investor Groups on the basis of the percentage of the Registrable Securities owned by each such member of such Investor Group relative to the number of Registrable Securities owned by all such Investor Groups, until all Registrable Securities requested for registration by the each such Investor Group have been included in such registration; (ii) second, to any Holders other than the any Investor Group requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its or their good faith opinion reasonable view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights)) is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, follows (unless the underwriter or underwriters require requires a different allocation:, provided that no such allocation may adversely affect THD or any MJ Investor relative to any Principal Investor or its Affiliates): (i) first, to among the Investor until all Holders of Registrable Securities requested for registration by the Investor have been included in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) thirdHolders until, the securities with respect to each Holder, all Registrable Securities requested for which inclusion registration by such Holders have been included in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwiseregistration; and (ivii) fourthsecond, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to each Investor pro rata among such Investors on the basis of the percentage of the Registrable Securities owned by each such Investor relative to the number of Registrable Securities owned by all such Investors, until all Registrable Securities requested for registration by the each such Investor have been included in such registration; (ii) second, to any Holders other than the any Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offeringUnderwritten Offering, and the managing underwriter or underwriters advise the Holders holders of such securities in writing that that, in its or their good faith opinion view, the total number or dollar amount of Registrable Securities and other Corporation Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities Corporation Securities proposed to be included by other holders of securities Corporation Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering Underwritten Offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities and other Corporation Securities shall be allocated as follows, unless the underwriter or underwriters require requires a different allocation:. (i) first, to pro rata among the Investor until all holders of Registrable Securities and the Institutional Holders on the basis of the percentage of Corporation Securities (on an Table of Contents as-converted basis) requested for registration by the Investor have been to be included in such registrationRegistration Statement by such holders; (ii) second, to pro rata among any Registration Rights Holders (other than holders of Registrable Securities and the Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rightsInstitutional Holders) among such Holders pro rata on the basis of the percentage of Registrable the Corporation Securities owned (on an as-converted basis, as applicable) requested to be included in such Registration Statement by each such Holder relative to the number of Registrable Securities owned by all such Holders;holders; and (iii) third, the securities Corporation Securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion in such Demand Registration Statement was requested by the CompanyCorporation.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offeringUnderwritten Offering, and the managing underwriter or underwriters advise the Holders holders of such securities in writing that in its or their good faith opinion view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering Underwritten Offering the maximum number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters managing underwriter(s) require a different allocation:allocation (provided, however, that any reallocation methodology with respect to any Sponsor Stockholder be applied to all Sponsor Stockholders on a pro rata basis): (i) first, to pro rata among the Investor until all holders of Registrable Securities requested for registration by the Investor have been included in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of the Registrable Securities owned requested to be included by each such Holder relative to the number of Registrable Securities owned by all such Holders;holders; and (iiiii) thirdsecond, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion in such Demand Registration was requested by the CompanyCorporation.

Priority on Demand Registration. If Subject in all respects to Section 4, if any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to the Investor Investors until all Registrable Securities requested for registration by the Investor Investors have been included in such registration; (ii) second, to any Holders (other than the Investor Investors) requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment an underwritten offering, and the managing underwriter or underwriters advise the Holders holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success price, timing or distribution of such offering (including, without limitation, including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such other securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities and such other securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (iA) first, to pro rata among the Investor until all holders of Registrable Securities that have requested for registration by the Investor have been included to participate in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of the Registrable Securities owned requested to be included in such Registration Statement by each such Holder relative to the number of Registrable Securities owned by all such Holders;holders; and (iiiB) thirdsecond, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders the Company. No securities excluded from the underwriting by reason of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion underwriter's marketing limitation shall be included in such Demand Registration was requested by the Companyoffering.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant subject to a Demand Registration or an S-3 Registration are to be sold in a firm commitment underwritten offering, Underwritten Offering and the managing underwriter or underwriters of a Demand Registration or a S-3 Registration advise the Holders Company and the holders of such securities Registrable Securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities shares of Common Stock proposed to be sold in such offering is such as to Demand Registration or a S-3 Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without materially and adversely affect affecting the success price, timing or distribution of such offering (includingthe Common Stock, without limitation, securities proposed to be included by other holders of securities entitled to the Company shall include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in only such firm commitment underwritten offering the maximum number or dollar amount of Registrable Securities that which, in the good faith reasonable opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number in the following order of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: priority: (i) first, to the Investor until all Registrable Securities requested for registration by the Investor have been to be included in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) third, the securities for which inclusion in such Demand S-3 Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwise; and BRS, Jefferies and the Euradius Investors, (ivii) fourthsecond, the securities for which inclusion Registrable Securities that are requested to be included in such Demand Registration was requested 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 CompanyCompany in such Demand Registration or 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), (ii) or (iii) above, such shares shall be allocated pro rata among the applicable holder(s) of Registrable Securities based on the number of shares of Common Stock that such holder(s) of Registrable Securities shall have requested to be included therein.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment an underwritten offering, and the managing underwriter or underwriters advise the Holders holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success price, timing or distribution of such offering (including, without limitation, including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such other securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities and such other securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to pro rata among the Investor until all holders of Registrable Securities that have requested for registration by the Investor have been included to participate in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of the Registrable Securities owned requested to be included in such Registration Statement by each such Holder relative to the number of Registrable Securities owned by all such Holders;holders; and (iiiii) thirdsecond, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Company or any other holders of Common Stock as a result securities. No securities excluded from the underwriting by reason of registration rights or otherwise; and (iv) fourth, the securities for which inclusion underwriter’s marketing limitation shall be included in such Demand Registration was requested by the Companyoffering.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters underwriter(s) advise the Holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, to among the Investor until all Holders of Registrable Securities requested for registration by the Investor have been included in such registration; (ii) second, to any Holders other than the Investor requesting such Demand Registration registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; (iii) thirdHolders until, the securities with respect to each Holder, all Registrable Securities requested for which inclusion registration by such Holders have been included in such Demand Registration, as the case may be, was requested by any other holders of Common Stock as a result of registration rights or otherwiseregistration; and (ivii) fourthsecond, the securities for which inclusion in such Demand Registration was requested by the Company.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment an underwritten offering, and the managing underwriter or underwriters underwriter(s) advise the Holders holders of such securities in writing that in its or their good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success price, timing or distribution of such offering (including, without limitation, including securities proposed to be included by other holders of securities entitled to include such securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter or underwriters underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriter or underwriters require a different allocation: (i) first, pro-rata among the Shareholders of Registrable Securities that have requested to participate in such Demand Registration on the Investor until all basis of the percentage of the Registrable Securities requested for registration by the Investor have been to be included in such registrationRegistration Statement by such holders; (ii) second, pro-rata among any other holders entitled to any Holders other than the Investor requesting include such Demand securities in such Registration (whether Statement pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) among such Holders pro rata on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders;; and (iii) third, the securities for which inclusion in such Demand Registration, as the case may be, was requested by any other holders the Company. No Securities excluded from the underwriting by reason of Common Stock as a result of registration rights or otherwise; and (iv) fourth, the securities for which inclusion managing underwriter’s marketing limitations shall be included in such Demand Registration was requested by the Companyoffering.