Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities or HOVRS Registrable Securities without the prior written consent receipt of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceMajority Clearlake Investor Approval. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise underwriter(s) advises the Company in writing that in their its opinion the number of Registrable Shares Securities and HOVRS Registrable Securities and, if permitted hereunder, other securities securities, requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in such offering therein without significantly delaying or jeopardizing adversely affecting the success marketability of such the offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, then the Company shall include in such Demand Registration registration, (a) prior to the inclusion of any securities that are not Registrable Securities or HOVRS Registrable Securities, the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Securities and HOVRS Registrable Shares Securities requested to be included in such Demand Registrationoffering that, in the opinion of such managing underwriter, can be sold without adversely affecting the marketability of the offering, pro rata (based on the number of shares requested to be registered) among the respective Holders holders thereof, provided that if the number of securities that are Registrable Securities and HOVRS Registrable Securities that are included in such Registrable Shares on the basis offering are less than 75% of the total number of securities that are Registrable Shares beneficially owned by each such Holder, Securities and (B) second, all other securities HOVRS Registrable Securities requested to be included in such Demand Registration to offering, such offering shall not count for purposes of calculating the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned Long-Form Registrations initiated by each such Holdera Majority Clearlake Investor, and (3b) thirdonly then securities that are not Registrable Securities or HOVRS Registrable Securities, all other if the managing underwriter(s) has advised that such securities requested to may be included in such Demand Registration to the extent permitted hereunderincluded.

Priority on Demand Registrations. The Company shall not include in any If a Demand Registration any is an underwritten offering and includes securities which are not Registrable Shares without for sale by the prior written consent of Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in such registration, subject to the Demand RegistrationCompany’s reasonable approval) advises the Company, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company writing, that, in writing that in their opinion its good faith judgment, the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing materially and adversely affecting the success marketability of such the offering, including by selling at a price per share within a price range reasonably acceptable to then the Holders Company will include in any such registration the maximum number of a majority of shares that the Registrable Shares requested to managing underwriter advises the Company can be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included sold in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priorityoffering allocated as follows: (Ai) first, the Registrable Shares Securities requested to be included in such Demand Registrationregistration by the initiating Holders and securities of other Holders of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among the respective Holders of such Registrable Shares Holders) based on the basis amount of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration therein and (ii) second, to the extent permitted hereunder; provided however that with respect to any other securities may be included without exceeding the Initial Demand Registration only, limitations recommended by the order priority shall be underwriter as follows: (1) firstaforesaid, the securities that the Company proposed proposes to sell; (2) second, the Registrable Shares requested sell together with such additional securities to be included on a pro rata basis (or in such Demand Registration, pro rata other proportion mutually agreed upon among the respective Holders of Company and such Registrable Shares other holders) based on the basis amount of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration to the extent permitted hereunderfor purposes of Section 2(b).

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on Securities requesting such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceregistration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company shall include in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable registration prior to the Holders inclusion of a majority any securities which are not Registrable Securities the number of the Registrable Shares Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registration. In the event the Company shall not, by virtue of this paragraph 2(d), include in any Demand Registration, including, if Registration all of the Registrable Securities of any securities other than holder of Registrable Shares are Securities requesting to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% such holder may, upon written notice to the Company given within five days of the time such holder first is notified of such matter, reduce the amount of Registrable Shares Securities it desires to be have included in the such Demand Registration, whereupon only the Company shall include in such Demand Registration Registrable Securities, if any, it desires to have included will be so included and the number holders of Registrable Shares which can Securities not so reducing shall be so sold entitled to a corresponding increase in the following order amount of priority: (A) first, the Registrable Shares requested Securities to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any If a Demand Registration any securities is an Underwritten Offering and the managing underwriters, which are not Registrable Shares without shall be one (1) or more nationally recognized investment banks selected by the prior written consent of Company and reasonably acceptable to the Holders holders of a majority of the Investor Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares Securities to be included in the such Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that they have determined in their opinion good faith that the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in such offering therein without significantly delaying or jeopardizing adversely affecting the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority marketability of the Registrable Shares requested to be included in offering or the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% trading price of the Registrable Shares to be included in the Demand RegistrationCommon Stock, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: registration (Ai) first, the quantity of Investor Registrable Shares Securities requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number of Investor Registrable Shares beneficially owned Securities requested to be included in such registration by each such Holderholder, (ii) second, securities to be sold by the Company for its own account, to the extent that in the opinion of such underwriters such securities can be sold without adversely affecting the marketability of the offering or the trading price of the Common Stock, (iii) third, other Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering or the trading price of the Common Stock, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration, and (Biv) secondfourth, all other securities requested to be included in such Demand Registration to registration, which in the extent permitted hereunder; provided however that with respect to opinion of such underwriters can be sold without adversely affecting the Initial Demand Registration onlymarketability of the offering or the trading price of the Common Stock, pro rata among the order priority shall be as follows: (1) first, respective holders thereof on the securities basis of the Company proposed to sell; (2) second, the Registrable Shares number of shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned registration by each such Holder, and (3) third, all holder. Any Persons other securities requested to be included than holders of Registrable Securities who participate in such Demand Registrations which are not at the Company’s or its Subsidiaries’ expense must pay their share of the Registration to the extent permitted hereunderExpenses.

Priority on Demand Registrations. The Company shall not include in any If a Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an Underwritten Offering or an underwritten offering primary registration pursuant to Section 2(j) in each case includes securities for sale by the Company, and the managing underwriters for such Demand Registration advise Managing Underwriter advises the Company Company, in writing that writing, that, in their opinion its good faith judgment, the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing materially and adversely affecting the success marketability of such the offering, including by selling at a price per share within a price range reasonably acceptable to then the Holders Company will include in any such registration the maximum number of a majority of shares that the Registrable Shares requested to Managing Underwriter advises the Company can be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included sold in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priorityoffering allocated as follows: (Ai) first, the Registrable Shares Securities requested to be included in such Demand Registrationregistration by the initiating Holders and securities of other Holders of Registrable Securities and holders of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement and in the Rhino Registration Rights Agreement), with all such securities to be included on a pro rata basis (or in such other basis mutually agreed among the respective such Holders of and such Registrable Shares other holders) based on the basis amount of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration therein and (ii) second, to the extent permitted hereunder; provided however that with respect to any other securities may be included without exceeding the Initial Demand Registration only, limitations recommended by the order priority shall be underwriter as follows: (1) firstaforesaid, the securities that the Company proposed proposes to sell; (2) second, the Registrable Shares requested sell together with such additional securities to be included on a pro rata basis (or in such Demand Registration, pro rata other proportion mutually agreed upon among the respective Holders of Company and such Registrable Shares other holders) based on the basis amount of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration to the extent permitted hereunderfor purposes of Section 2(c).

Priority on Demand Registrations. The Company shall not include in With respect to any offering of Registrable Securities pursuant to a Demand Registration in the form of an underwritten offering, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders and Joining Holders shall be included in a Demand Registration unless the managing underwriter advises the Requesting Holders in writing that the inclusion of such securities which are will not Registrable Shares without adversely affect the prior written consent price or success of the offering (an "ADVERSE EFFECT"). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing that the amount of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares Securities proposed to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise by Requesting Holders and Joining Holders is sufficiently large (even after exclusion of all securities of any other Person pursuant to the Company in writing that in their opinion immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Shares and, if permitted hereunder, other securities Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders and Joining Holders pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be included in such Demand Registration exceeds bears to the total number of Registrable Shares Securities that all Requesting Holders and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Joining Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration; provided that if, pro rata among the respective Holders as a result of such pro-ration, any Requesting Holder or Joining Holder shall not be entitled to include in a registration all Registrable Shares on the basis Securities of the total number of Registrable Shares beneficially owned by each class that such Holder, and (B) second, all other securities Holder had requested to be included included, such Holder may elect to withdraw its request to include such Registrable Securities in such Demand Registration registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the extent permitted hereunder; provided however that earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to the Initial Demand Registration only, the order priority such registration and (b) such withdrawal or reduction shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderirrevocable.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 1050% of the Investor Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise underwriter advises the Company in writing that in their its opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing adversely affecting the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority marketability of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall include in such Demand Registration registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included which in the opinion of such Demand Registrationunderwriters can be sold without adversely affecting the marketability of the offering, first pro rata among the respective holders of the Investor Registrable Securities and then to the extent that any Other Registrable Securities can still be included, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially Securities owned by each such Holderholder, and (B) second, all other securities requested to be included in such Demand Registration then to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall any securities which are not Registrable Securities can still be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registrationincluded, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially such securities owned by each such Holder, and (3) third, all holder. Any Persons other securities requested to be included than holders of Registrable Securities who participate in such Demand Registrations which are not at the Company's expense must pay their share of the Registration to the extent permitted hereunderExpenses as provided in paragraph 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If Holder making the Demand Registration is an underwritten may elect whether the offering and the managing underwriters for of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering or otherwise; provided, however, that such Holder may not elect that such offering be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. In any case in which an offering is in the form of a firm commitment underwritten offering, if the managing underwriter or underwriters of such offering advise the Company in writing that in its or their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested Securities proposed to be included sold in such Demand Registration offering exceeds the number of Registrable Shares and other securities, if any, which Securities that can be sold in such offering without significantly delaying or jeopardizing adversely affecting the success market for the Company's common stock, the Company will include in such registration the number of Registrable Securities that in the opinion of such offeringmanaging underwriter or underwriters can be sold without adversely affecting the market for the Company's common stock. In such event, including by selling at a price per share within a price range reasonably acceptable to the Holders number of a majority of the Registrable Shares requested Securities, if any, to be included in offered for the accounts of Holders (including the Holder making the Demand Registration, including, if ) shall be reduced pro rata on the basis of the relative number of any securities other than Registrable Shares are Securities requested by each such Holder to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of registration to the Registrable Shares extent necessary to be included in reduce the Demand Registration, the Company shall include in such Demand Registration the total number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested Securities to be included in such offering to the number recommended by such managing underwriter or underwriters. In the event the Holder making the Demand Registration, pro rata among shall receive notice pursuant to this Section 2.3 that the respective Holders amount of Registrable Securities to be offered for the account of such Registrable Shares on Holder shall be reduced, such Holder shall be entitled to withdraw the basis Demand by written notice to the Company within seven (7) days after receipt of such notice, with the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in effect that such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed deemed not to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderhave been made.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceStockholder. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering, exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand RegistrationStockholder, the Company shall include in such Demand Registration the Registration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included which, in such Demand Registrationthe opinion of the underwriters, can be sold in an orderly manner within the price range of the offering, pro rata (or as may have been agreed among the holders of Registrable Securities) among the respective Holders of such Registrable Shares holders thereof on the basis of the total amount of Registrable Securities requested to be registered by each such holder; provided that if the number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested Securities to be included in the registration is less than 85% of the number requested to be so included, the holders of Registrable Securities covered by such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) firstentitled to withdraw such request, upon the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders affirmative vote of holders holding 66% of such Registrable Shares on Securities, and, if such request is withdrawn, the basis Demand Registration shall not count as a permitted Demand Registration hereunder, and the Company shall pay all Registration Expenses in connection with the withdrawn Registration. Any Persons (other than holders of Registrable Securities) who participate in Demand Registrations which are not at the Company’s expense must pay their share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderArticle VII.

Priority on Demand Registrations. The Company (a) [Intentionally Omitted] (b) From and after the Cut-off Date, no securities to be sold for the account of any Person (including the Company) other than the Trust or a Holder shall not include be included in any a Demand Registration any securities which are not Registrable Shares without the prior written consent for an Underwritten Offering pursuant to Section 4.1 hereof or a demand registration for an Underwritten Offering under Section 4.1 of the Holders of a majority Investor Registration Agreement if the managing underwriter of the Underwritten Offering relating thereto advises the Company, the Trust or the Holders participating therein in writing that the total amount of Registrable Shares Securities and other securities requested to be registered thereunder, together with such other securities that the Company and any Other Stockholders propose to include in such registration, is such as to adversely affect the successful marketing (including the pricing) of the securities included in such registration. If such managing underwriter provides such advice, then the Company shall include in such registration Registrable Securities requested to be included therein and other securities requested to be included therein of Other Stockholders, including the Holders, subject to the provisions of this Section 4.4(b), up to the full amount (such amount the “Capacity”) that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the securities included in such registration. If the number of shares to be included in any such registration is less than the aggregate number of Registrable Securities requested by the Trust and other shares of New Common Stock requested by the Holders and Other Stockholders to be included therein, then the shares of New Common Stock to be included in such registration shall be allocated among the Trust and such participating Holders and Other Stockholders as follows: (i) if such Demand Registration is an Exclusive Trust Registration made hereunder, the Company shall include in such registration: (1) first, up to the full amount of Trust Shares of the Trust requested to be included in such Exclusive Trust Registration by the Trust; (2) second, up to the full amount of Qualified Holder Registrable Securities requested to be included therein allocated pro rata among the Holders participating in such Exclusive Trust Registration, on the basis of the number of Qualified Holder Registrable Securities requested to be included therein by each such Holder; (3) third, up to the full amount of any other Holder Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Exclusive Trust Registration, on the basis of the number of Holder Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in such Exclusive Trust Registration Statement by the Company; and each Principal Stockholder who has (5) fifth, up to the full amount of securities requested Registrable Shares to be included in such Exclusive Trust Registration by the Other Stockholders (other than the Holders) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Holders) so that would constitute at least 10the total amount of securities to be included in such Exclusive Trust Registration is the Capacity, provided, that the participating Holders shall be allowed to include in the aggregate a minimum number of shares of New Common Stock in the Exclusive Trust Registration equal to the lesser of (x) 25% of the Capacity of the Exclusive Trust Registration and (y) the number of shares of Qualified Holder Registrable Securities they request to include in such Exclusive Trust Registration; (ii) if such demand registration is an Exclusive Holder Registration, the Company shall include in such registration: (1) first, up to the full amount of Qualified Holder Registrable Securities requested to be included therein allocated pro rata among the Holders participating in such Exclusive Holder Registration, on the basis of the number of Qualified Holder Registrable Securities requested to be included therein by each such Holder; (2) second, up to the full amount of Trust Shares of the Trust requested to be included in such Exclusive Holder Registration by the Trust; (3) third, up to the full amount of any other Holder Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Exclusive Holder Registration, on the basis of the number of Holder Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the Exclusive Holder Registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Exclusive Holder Registration by the Other Stockholders (other than the Holders) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Holders) so that the total amount of securities to be included in such Exclusive Holder Registration is the Capacity; provided that the Trust shall be allowed to include in the Exclusive Holder Registration a minimum number of shares of New Common Stock equal to the lesser of (x) 25% of the Capacity of the Exclusive Holder Registration and (y) the number of shares of New Common Stock the Trust requests to include in such Exclusive Holder Registration. Notwithstanding the foregoing, if the Trust does not, on the date that the Holders request an Exclusive Holder Registration, have at least $75 million of Trust Shares, this Section 4.4(b)(ii) shall not apply. (iii) subject to Section 4.1(h), if such Demand Registration (or demand registration under the Investor Registration Agreement) for an Underwritten Offering is requested by the Trust or any Holder and is not an Exclusive Trust Registration or an Exclusive Holder Registration, the Company shall include in such registration: (1) first, up to the full amount of shares of New Common Stock of the Trust and Qualified Holder Registrable Securities of the Holders requested to be included therein, allocated on a Pro Rata Basis (as defined below); (2) second, up to the full amount of Qualified Holder Registrable Securities of the Holders requested to be included therein, allocated pro rata among the Holders participating in such Demand Registration, except as set forth in on the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion basis of the number of Qualified Holder Registrable Shares andSecurities requested to be included therein by each such Holder; (3) third, if permitted hereunderup to the full amount of any Non-Qualified Holder Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Demand Registration, other on the basis of the number of Non-Qualified Holder Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Demand Registration exceeds by the number of Registrable Shares and Other Stockholders (other securitiesthan the Holders) in accordance with the priorities, if any, which can be sold in such offering without significantly delaying or jeopardizing then existing among the success of such offering, including by selling at a price per share within a price range reasonably acceptable to Company and the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities Other Stockholders (other than Registrable Shares are the Holders) so that the total amount of securities to be included in such Demand Registrationregistration is the Capacity; provided, each Principal Stockholder who has requested Registrable that the Trust shall be allowed to include in such registration a minimum number of Trust Shares that would constitute at least 10equal to the lesser of (x) 25% of the Registrable Shares Capacity of such registration and the (ii) number of shares of New Common Stock it requests to be included in the Demand Registration, the Company shall include in such Demand Registration registration. The term “Pro Rata Basis” shall mean a pro rata allocation among the number of Registrable Shares which can be so sold in Trust and the following order of priority: (A) first, the Registrable Shares requested to be included Holders participating in such Demand Registrationregistration, pro rata among the respective Holders of such Registrable Shares calculated on the basis of (1) the total number of Registrable Trust Shares beneficially owned by each the Trust requests to include in such Holder, registration and (B2) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyHolders participating in such registration, the order priority shall be as follows: (1) first, number of the securities Qualified Holder Registrable Securities the Company proposed Holders request to sell; (2) second, the Registrable Shares requested to be included include in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderregistration.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration underwritten registration pursuant to Section 1(a) any securities which that are not Registrable Shares Securities without the prior written consent of the both Holders of a majority of the Registrable Shares requested to be registered on Securities included in such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceRequesting Holder. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise underwriter advises the Company in writing that in their its opinion the number of Registrable Shares Securities (and, if permitted hereunder, other securities requested to be included in such Demand Registration offering) exceeds the number of Registrable Shares and other securities, if any, which securities that can be sold in such offering without significantly delaying or jeopardizing adversely affecting the success marketability of such the offering, including by selling the price at a price per share within a price range reasonably acceptable to which the Holders of a majority of the Registrable Shares requested to securities can be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationsold, the Company shall will include in such Demand Registration offering the maximum number of Registrable Shares which securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, including the price at which the securities can be sold, which securities will be so sold included in the following order of priority: (Ai) first, securities the Company proposes to sell, provided that the Company shall not be entitled to such first priority hereunder if such first priority has applied at any time during the 18 month period preceding the relevant Registration Request, in which case clause (iii) below shall apply to securities the Company proposes to sell; (ii) second, Registrable Shares requested to be included in such Demand RegistrationSecurities, pro rata among the respective Holders of thereof participating in such Registrable Shares registration on the basis of the total aggregate number of Registrable Shares beneficially Securities owned by each such Holder, Holder on the date of such request or in such other manner as they may agree; and (Biii) secondthird, all any other securities of the Company that have been requested to be included so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such Demand Registration registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlymanaging underwriter (or, in the order priority shall be as follows: (1case of an offering that is not underwritten, a nationally recognized investment banking firm) first, determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included being sold in such Demand Registrationregistration; provided, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned however, that this sentence shall not apply to any registration initiated by each such Holder, and (3) third, all other securities requested to be included in such Demand a Registration to the extent permitted hereunderRequest made by DS.

Priority on Demand Registrations. The Except as provided in Section 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Shares Common Stock without the prior written consent of the Holders of a majority of the shares of Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares Common Stock to be included in the Demand Registrationsuch registration, except as set forth in the next sentence. If the or, if such Demand Registration is an underwritten offering and offering, without the written consent of the managing underwriters. If the managing underwriters for such of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares and, if permitted hereunder, other securities requested Common Stock proposed to be included in any such Demand Registration registration exceeds the number of Registrable Shares and other securities, if any, securities which can be sold in such offering without significantly delaying or jeopardizing and/or that the success number of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders shares of a majority of the Registrable Shares requested Common Stock proposed to be included in any such registration would adversely affect the Demand Registration, including, if any price per share of the Company's equity securities other than Registrable Shares are to be included sold in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall include in such Demand Registration registration only the number of shares of Registrable Shares Common Stock which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the amount of Registrable Common Stock to be so sold in the following order of priority: (A) first, the Registrable Shares requested to shall be included in such Demand Registration, allocated pro rata among the respective Holders of Registrable Common Stock desiring to participate in such Registrable Shares registration on the basis of the total amount of such Registrable Common Stock initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Shares beneficially owned by each Common Stock proposed to be sold, such Holder, and (B) second, all excess shall be allocated pro rata among the holders of other securities requested to be included registered (the "Existing Holders") pursuant to that certain Registration Agreement, dated as of July 24, 2000, among the Company and the Investors named therein and the other holders of securities, if any, desiring to participate in such Demand Registration to registration based on the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the amount of such securities the Company proposed to sell; (2) second, the Registrable Shares initially requested to be included in registered by such Demand Registration, pro rata among the respective Holders of holders or as such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderholders may otherwise agree.

Priority on Demand Registrations. The Company shall not include in any If a Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an Underwritten Offering or an underwritten offering primary registration pursuant to Section 2(j) in each case includes securities for sale by the Company, and the managing underwriters for such Demand Registration advise Managing Underwriter advises the Company Company, in writing that writing, that, in their opinion its good faith judgment, the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing materially and adversely affecting the success marketability of such the offering, including by selling at a price per share within a price range reasonably acceptable to then the Holders Company will include in any such registration the maximum number of a majority of shares that the Registrable Shares requested to Managing Underwriter advises the Company can be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included sold in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priorityoffering allocated as follows: (Ai) first, the Registrable Shares Securities requested to be included in such Demand Registrationregistration by the initiating Holders and securities of other Holders of Registrable Securities and holders of Registrable Securities (as defined in the Investor Rights Agreement and in the Rhino Registration Rights Agreement), with all such securities to be included on a pro rata basis (or in such other basis mutually agreed among the respective such Holders of and such Registrable Shares other holders) based on the basis amount of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration therein and (ii) second, to the extent permitted hereunder; provided however that with respect to any other securities may be included without exceeding the Initial Demand Registration only, limitations recommended by the order priority shall be underwriter as follows: (1) firstaforesaid, the securities that the Company proposed proposes to sell; (2) second, the Registrable Shares requested sell together with such additional securities to be included on a pro rata basis (or in such Demand Registration, pro rata other proportion mutually agreed upon among the respective Holders of Company and such Registrable Shares other holders) based on the basis amount of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration to the extent permitted hereunderfor purposes of Section 2(c).

Priority on Demand Registrations. The Company Registrant shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holder(s) of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Brentwood Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company Registrant in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, of the Registrant, which can be sold therein without adversely affecting the marketability of the offering (the “Optimal Number”), the Registrant shall include in such offering without significantly delaying registration (i) first, the Registrable Securities requested to be included pursuant to Section 2(a), Section 2(b) or jeopardizing Section 2(c) in such registration up to the success Optimal Number, pro rata among the respective holders thereof on the basis of the number of such offeringRegistrable Securities owned by each such holder, including by selling at (ii) second, the securities the Registrant proposes to sell in such Registration, up to a price per share within a price range reasonably acceptable number of such securities that, when combined with the securities included in such registration pursuant to clause (i) preceding, causes the total number of securities included in such registration to be equal to the Holders Optimal Number, and (iii) third, if and to the extent permitted by the holder(s) of a majority of the Registrable Shares requested to be included in the Demand RegistrationBrentwood Securities, including, if any other securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Registrant requested to be included in such Demand Registrationregistration up to a number of such securities that, when combined with the securities included in such registration pursuant to clauses (i) and (ii) preceding, causes the total number of securities included in such registration to be equal to the Optimal Number, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number of Registrable Shares beneficially shares owned by each such Holder, and holder (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included so included, in such Demand Registration, pro rata among the respective Holders case of such securities which are not Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderSecurities).

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, Securities and other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing and/or that the success number of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders shares of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are Securities proposed to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that offering would constitute at least 10% adversely affect the price per share of the Registrable Shares to be included in Common Stock, the Demand Registrationtiming of the offering, the distribution method or the probability of success of such offering, the Company shall include in such Demand Registration the Registration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Shares which Securities requested to be included which, in the opinion of the underwriters, can be so sold in sold, pro rata (or as may have otherwise been agreed among the following order Holders of priority: (A) first, the Registrable Shares requested Securities to be included in such Demand Registration, pro rata ) among the respective Holders of such Registrable Shares thereof on the basis of the total number amount of Registrable Shares beneficially owned Securities requested to be registered by each such Holder; provided, and (B) secondhowever, all other securities requested that if the number of Registrable Securities to be included in the Registration is less than 75% of the number requested to be so included, the Holders of Registrable Securities covered by such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) firstentitled to withdraw such request, upon the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective affirmative vote of Holders holding at least 66% of such Registrable Shares on Securities, and, if such request is withdrawn, the basis Demand Registration shall not count as a permitted Demand Registration hereunder, and the Company shall pay all Registration Expenses in connection with the withdrawn Registration. Any Person who participates in Demand Registrations not at the Company’s expense must pay its share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderArticle VI.

Priority on Demand Registrations. The Company shall not include If in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriter or underwriters for thereof if such Demand Registration registration is underwritten, advise the Company in writing that in its or their reasonable opinion the number of Registrable Shares and, if permitted hereunder, other securities requested proposed to be included sold in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which that can be sold in such offering without significantly delaying or jeopardizing having a material adverse effect on the success of such the offering, including by an impact on the selling at a price per share within a price range reasonably acceptable to the Holders and other terms of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering (an “Underwriter Cutback”), the Company shall will include in such Demand Registration registration only the number of Registrable Shares which securities that, in the reasonable opinion of such underwriter or underwriters can be so sold in without having a material adverse effect on the following order success of prioritythe offering, as follows: (A) first, the Registrable Shares requested to be included in such Demand Registrationsecurities which the Investors, including the Demanding Investor(s) (pro rata among the respective Holders of all such Registrable Shares Investors on the basis of the total number relative percentage of Registrable Shares beneficially Stock then held by all Investors who have requested that securities owned by each such Holderthem be so included), and (B) propose to sell; second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities of any additional holders of the Company proposed Company’s securities eligible to sell; (2) second, the Registrable Shares requested to be included participate in such Demand Registrationoffering, pro rata among the respective Holders of all such Registrable Shares Persons on the basis of the total number relative percentage of such securities then held by each of them; and third, the securities proposed to be sold by the Company in such offering, if any. For purposes of any Underwriter Cutback pursuant to this Section 6(a)(iii), all Registrable Stock proposed to be sold by any Investor shall also include any Registrable Stock proposed to be sold by the partners, retired partners, shareholders or Affiliates of such Investor, or the estates and family members of any such Investor or such partners or retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such Investor or such partners, retired partners, trusts or Affiliates, any Charitable Organization to which any of the foregoing shall have contributed Registrable Stock prior to the execution of the underwriting agreement in connection with such Demand Registration, and such Investor and other Persons shall be deemed to be a single selling Investor, and any pro rata reduction with respect to such Investor shall be based upon the aggregate amount of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested Stock proposed to be sold by all entities and individuals included in such selling Investor, as defined in this sentence. In the event that there has been no Underwriter Cutback and the managing underwriter or Demanding Investor determines that additional securities of the Company may be sold in any Demand Registration without having a material adverse effect on the success of the offering, the Company may include such securities to be issued and sold by the extent permitted hereunderCompany or comparable securities held by Persons other than the Parties.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 1050% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing within the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares Securities initially requesting registration, the Company will include in such registration (i) first, the number of Registrable Securities requested to be included in such registration which in the Demand Registration, including, if any securities other than Registrable Shares are to opinion of such underwriters can be included sold in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included manner in the Demand Registrationacceptable price range, pro rata among the Company shall include in such Demand Registration respective holders thereof on the basis of the number of Registrable Shares which can be so sold in the following order of priority: Securities owned by each such holder and (Aii) firstsecond, the Registrable Shares other securities requested to be included in such Demand Registration, pro rata among the respective Holders holders of such Registrable Shares securities on the basis of the total number of Registrable Shares beneficially such securities owned by each such Holderholder; provided, and however, that in the event that any holder of Aldabra Registrable Securities was prevented from participating in a Demand Registration or Piggyback Registration on or prior to the date the Aldabra Registrable Securities are released from escrow (Ba “Prior Registration”) secondas a result of his, all other securities requested her or its shares being held in a share escrow account, the pro rata share referenced in clause (i) shall be, for each holder of Registrable Securities requesting inclusion of Registrable Securities in the first Demand Registration after the date the Aldabra Registrable Securities are released from escrow (the “Escrow Release Date”), determined as such holder’s Revised Pro Rata Share; provided further, however that the foregoing proviso shall be disregarded if the Revised Pro Rata Share was applied in a Piggyback Registration prior to such Demand Registration. Notwithstanding anything herein to the contrary, if the managing underwriters determine that the inclusion of the number of Aldabra Registrable Securities or Registrable Securities held by management of the Company proposed to be included in any such Demand Registration offering would adversely affect the marketability of such offering, the Company may exclude such number of Aldabra Registrable Securities or Registrable Securities held by management as necessary or desirable to negate such adverse impact; provided that the provisions of this sentence shall not, to the extent permitted hereunder; provided however that with respect applicable to the Initial holders of Aldabra Registrable Securities, apply in a Demand Registration only, effected by holders of Aldabra Registrable Securities in accordance with the order priority shall be as follows: (1first sentence of Section 1(b) first, or the securities first sentence of Section 1(c). Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis Company’s expense must pay their share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderSection 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is for an underwritten offering and the managing underwriters for such Demand Registration advise the Company and the selling holders of the Registrable Securities in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities Securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, securities which can be sold in such offering without significantly delaying adversely affecting the proposed offering or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering price, the Company shall will include in such Demand Registration registration the number of Registrable Shares Securities which in the opinion of such underwriters can be so sold in without adversely affecting the following order proposed offering or the offering price, and such securities will be allocated pro rata among the holders of priority: (A) first, Registrable Securities on the basis of the number of the Registrable Shares Securities requested to be included in such registration by their respective holders. If securities (other than Registrable Securities) are proposed to be included by the Company or its other securityholders in a Demand RegistrationRegistration which is for an underwritten offering (subject to and in accordance with the provisions of Section 3(d)) and the managing underwriters advise the Company and the selling holders of Registrable Securities in writing that some but not all of said other securities can be sold without adversely affecting the proposed offering or the offering price in such underwritten offering, pro rata among the respective Holders of such Registrable Shares on the basis in addition to all of the total number of Registrable Shares beneficially owned by each such HolderSecurities being registered, those securities which are permitted to be included will be allocated (i) first, to the Company and (Bii) second, all other securities requested to be included the securityholders of such securities, allocated among them in such proportions as such securityholders and the Company may agree or if they cannot so agree as the Company shall determine. The Company and any such securityholders may withdraw their securities from a Demand Registration; provided, however, if the Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyis for an underwritten offering, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares they may do so only on the basis of reasonable and customary terms agreed upon by the total number of Registrable Shares beneficially owned by each managing underwriters for such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderoffering.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Shares Eligible Securities without the prior written consent of the Holders Selling Stockholders of at least a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Eligible Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the Demand Registration is an underwritten offering and the managing underwriters for such in a Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Eligible Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering, exceeds the number of Registrable Shares Eligible Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders Selling Stockholders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand RegistrationEligible Securities initially requesting registration, the Company shall include in such Demand Registration registration, first, the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Eligible Securities requested to be included by Selling Stockholders that initially requested such registration which in the opinion of such Demand Registrationunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Shares Selling Stockholders on the basis of the total number amount of Registrable Shares beneficially Eligible Securities owned by each such HolderSelling Stockholder, and (B) second, all other securities the number of Eligible Securities requested to be included by Selling Stockholders that elected to participate in such Demand Registration registration pursuant to Section 3.2 which in the extent permitted hereunder; provided however that with respect to opinion of such underwriters can be sold in an orderly manner within the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in price range of such Demand Registrationoffering, pro rata among the respective Holders of such Registrable Shares Selling Stockholders on the basis of the total number amount of Registrable Shares beneficially Eligible Securities owned by each such HolderSelling Stockholder, and (3) third, all other the number of securities requested that are not Eligible Securities that the Selling Stockholders agreed to be included include in such Demand Registration to registration as provided above which in the extent permitted hereunderopinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among such the Persons holding such securities on the basis of the amount of such securities owned by each such Person.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration underwritten registration pursuant to Sections 1(a) or (c) any securities which that are not Registrable Shares Securities without the prior written consent of the Initiating Holders of holding a majority of the Registrable Shares requested to Securities for which registration was requested, which consent will not be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included unreasonably withheld, conditioned or delayed. Other than in the Demand connection with a Shelf Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and if the managing underwriters for such Demand Registration advise Underwriter advises the Company in writing that in their its opinion the number of Registrable Shares Securities (and, if permitted hereunder, other securities requested to be included in such Demand Registration offering) exceeds the number of Registrable Shares and other securities, if any, which securities that can be sold in such offering without significantly delaying or jeopardizing materially adversely affecting the success successful marketability of the offering (including a material adverse effect on the per share offering price), the Company will include in such offering only such number of securities that in the opinion of such Underwriters can be sold without materially adversely affecting the successful marketability of the offering, including by selling at a price per share within a price range reasonably acceptable to which securities will be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders of a majority thereof on the basis of the aggregate number of Registrable Shares Securities requested to be included in such registration by each of them, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any Subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing Underwriter determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registration. In the event the Company shall not, by virtue of this Section 1(f), include in any Demand Registration, including, if Registration all of the Registrable Securities of any securities other than Registrable Shares are Holder requesting to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Shares Securities it desires to be have included in the such Demand Registration, whereupon only the Company Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall include be entitled to a corresponding increase in such Demand Registration the number amount of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested Securities to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any No securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% sold for the account of any Person (including the Registrable Shares to Company) other than the Requesting Holders shall be included in the Demand Registration, except as set forth in the next sentence. If the a Demand Registration is an underwritten offering and unless the managing underwriter or underwriters for such Demand Registration shall advise the Company and the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price or success of the offering (a "Material Adverse Effect"). Furthermore, in their opinion the number event the managing underwriter or underwriters shall advise the Company and the Requesting Holders that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Shares and, if permitted hereunder, other securities requested proposed to be included in such Demand Registration exceeds by the Requesting Holders is sufficiently large to cause a Material Adverse Effect, the Requesting Holders holding a majority of the Registrable Shares held by the Requesting Holders for which registration was previously requested may withdraw their Demand Request by giving notice to the Company, and if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Section 1.1. If such Requesting Holders do not withdraw such Demand Request, the Registrable Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of Registrable Shares and other securities, if any, shares which the Company is so advised can be sold in such offering without significantly delaying or jeopardizing a Material Adverse Effect, and such shares shall be allocated pro rata among the success Requesting Holders on the basis of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned Registration by each such Requesting Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company With respect to any Underwritten Offering of Registrable Securities pursuant to a Demand Registration, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders and Joining Holders shall be included in a Demand Registration unless the managing underwriter advises the Requesting Holders in writing (or, in the case of a Demand Registration not being underwritten, the Majority Participating Holders determine) that the inclusion of such securities shall not include in any Demand Registration any securities which are not Registrable Shares without adversely affect the prior written consent price or success of the offering (an "Adverse Effect") and the Majority Holder making such Demand Request reasonably agrees. Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Majority Participating Holders determine) that the amount of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares Securities proposed to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise by Requesting Holders and Joining Holders is sufficiently large (even after exclusion of all securities of any other Person pursuant to the Company in writing that in their opinion immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Shares and, if permitted hereunder, other securities Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders and Joining Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration exceeds by (ii) the aggregate number of Registrable Shares Securities that all Requesting Holders and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Joining Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration; provided, pro rata among the respective Holders however, that if, as a result of such proration, any Requesting Holder or Joining Holder shall not be entitled to include in a registration all Registrable Shares on the basis Securities of the total class that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of Registrable Shares beneficially owned by each the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such Holderregistration, if any, and (Bb) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority withdrawal or reduction shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderirrevocable.

Priority on Demand Registrations. The Subject to the Company’s obligations under the Prior Registration Rights Agreement, the Company shall will not include in any Demand Registration underwritten registration pursuant to Section 1(a) any securities which that are not Registrable Shares Securities without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceShareholder. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise underwriter advises the Company in writing that in their its opinion the number of Registrable Shares Securities and Prior Holder Securities (and, if permitted hereunder, other securities requested to be included in such Demand Registration offering) exceeds the number of Registrable Shares and other securities, if any, which securities that can be sold in such offering without significantly delaying or jeopardizing adversely affecting the success marketability of such the offering, including by selling the price at a price per share within a price range reasonably acceptable to which the Holders of a majority of the Registrable Shares requested to securities can be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationsold, the Company shall will include in such Demand Registration offering the maximum number of Registrable Shares which securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, including the price at which the securities can be sold, which securities will be so sold included in the following order of priority: (Ai) first, the Registrable Shares requested to be included in such Demand RegistrationSecurities and Prior Holder Securities, pro rata among the respective Holders of holders thereof participating in such Registrable Shares registration on the basis of the total aggregate number of Registrable Shares beneficially Securities or Prior Holder Securities, as applicable, owned by each such Holder, and holder on the date of such request or in such other manner as they may agree; (Bii) second, all securities the Company proposes to sell and (iii) third, any other securities of the Company that have been requested to be included so included. Notwithstanding the foregoing, except as provided in the Prior Registration Rights Agreement, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such Demand Registration registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlymanaging underwriter (or, in the order priority shall be as follows: (1case of an offering that is not underwritten, a nationally recognized investment banking firm) first, determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included being sold in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderregistration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any No securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% sold for the account of any Person (including the Registrable Shares to Company) other than Requesting Holders or Joining Holders shall be included in the Demand Registration, except as set forth in the next sentence. If the a Demand Registration is an underwritten offering and unless the lead managing underwriters for such Demand Registration shall advise the Company Requesting Holders in writing that the inclusion of such securities will not adversely affect the price or success of the offering (an "Adverse Effect"). Furthermore, in their opinion the number event that the lead managing underwriters shall advise the Requesting Holders in writing that the amount of Registrable Shares and, if permitted hereunder, other securities requested Securities proposed to be included in such Demand Registration exceeds by Requesting Holders and Joining Holders is sufficiently large (even after exclusion of all securities of any other Person pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number or principal amount, as the case may be, of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested Securities to be included in such Demand Registration shall be allocated among all Requesting and Joining Holders pro rata based on the ratio which the number or principal amount, as the case may be, of Registrable Securities each such Holder requests be included bears to the extent permitted hereunder; provided however total number or principal amount, as the case may be, of Registrable Securities of all Holders that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares have been requested to be included in such Demand Registrationregistration; provided that if, pro rata among the respective Holders as a result of such pro-ration, any Holder shall not be entitled to include in a registration all Registrable Shares on the basis Securities of the total number of Registrable Shares beneficially owned by each class that such Holder, and (3) third, all other securities Holder has requested to be included included, such Holder may elect to withdraw its request to include such Registrable Securities in such Demand Registration registration or may reduce the number or principal amount, as the case may be, requested to be included; provided, however, that (x) such request must be made in writing prior to the extent permitted hereunderearlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. The Company (a) No securities to be sold for the account of any Person (including the Company) other than a Holder shall not include be included in any a Demand Registration any securities which are not Registrable Shares without pursuant to Section 4.1 if, in the prior written consent case that such registration is to be an Underwritten Registration, the managing underwriter of the Underwritten Offering relating thereto advises the Demanding Holders (or, in the case that such registration is not to be an Underwritten Registration, the Demanding Holders requesting registration determine in good faith) that the total amount of a majority of the Registrable Shares Securities requested to be registered on is such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% as to adversely affect the successful marketing (including the pricing) of the Registrable Shares to be securities included in the Demand Registrationsuch offering, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise then the Company shall include in writing that in their opinion the number of such registration all Registrable Shares and, if permitted hereunder, other securities Securities requested to be included therein, up to the full amount that, in the view of such Demand Registration exceeds managing underwriter or such Demanding Holders requesting registration, as the number of Registrable Shares and other securitiescase may be, if any, which can be sold in such offering without significantly delaying or jeopardizing adversely affecting the success of such offering, before including by selling at a price per share within a price range reasonably acceptable to any securities of any Person (including the Company) other than the Demanding Holders and the other Holders. If the number of a majority of the Registrable Shares requested shares to be included in any such offering is less than the Demand Registrationaggregate number of Qualified Registrable Securities requested by Demanding Holders and the other Holders to be included therein, including, if any securities other than then the Registrable Shares are Securities to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to offering shall be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, allocated pro rata among such Demanding Holders and the respective other Holders of such Registrable Shares on the basis of the total number of Qualified Registrable Securities requested by Demanding Holders and the other Holders to be included therein. (b) Notwithstanding the foregoing, if, as a result of such pro-ration, the Demanding Holder or Holders shall not be entitled to include in a registration all Registrable Securities of the class that such Demanding Holder or Holders had requested to be included, then any Demanding Holder or group of Demanding Holders representing a majority of the number of Registrable Shares beneficially owned by each Securities of Demanding Holders may elect to withdraw such Holder, and (B) second, all other securities requested request to be included include such Registrable Securities in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities and reimburse the Company proposed to sell; for all out-of- pocket costs incurred in connection therewith (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in which case such Demand Registration to the extent permitted hereundershall not count as a registration in accordance with Section 4.1(a)(i), (ii), (iii), (iv) or (v)).

Priority on Demand Registrations. The Company shall not include in any Demand Registration that is an underwritten offering any securities that are held by an employee of the Company or any of its Subsidiaries or any Person controlled by any such employee without the prior written consent of the managing underwriters and shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Investor Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering offering, and if the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Investor Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in Securities initially requesting such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, then the Company shall include in such Demand Registration the registration only that number of Registrable Shares securities which in the opinion of such underwriters can be so sold in an orderly manner in such offering without adversely affecting the following order marketability of prioritythe offering within such price range, with priority for inclusion to be determined as follows: (Ai) first, the Investor Registrable Shares Securities requested to be included in such Demand Registrationregistration, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number of Registrable Shares beneficially Securities owned by each such Holderholder, (ii) second, the number of Other Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Other Registrable Securities owned by each such holder, and (Biii) secondthird, all any other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyregistration, the order priority shall be as follows: (1) first, inclusion of which the securities holders of a majority of the Company proposed to sell; (2) second, the Investor Registrable Shares requested Securities to be included in such Demand Registrationregistration have consented to in writing, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number of Registrable Shares beneficially such securities owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderholder.

Priority on Demand Registrations. The Company shall not include If in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriter or underwriters for such Demand Registration thereof advise the Company in writing that in its or their reasonable opinion (or in the case of a Demand Registration not being underwritten, the Demanding Holders shall reasonably determine (and notify the selling Holders of such determination)) that the number of securities proposed to be sold in such Demand Registration is inconsistent with that which can be sold in such offering without having a material adverse effect on the success of the offering (including, without limitation, an adverse impact on the selling price or the number of Registrable Shares andSecurities that any participating Holder may sell), if permitted hereunderthe Company will include in such registration only the number of securities that, other securities in the reasonable opinion of such underwriter or underwriters (or the Demanding Holders, as the case may be) can be sold without having a material adverse effect on the success of the offering, in the following order of priority: (i) first, the Registrable Securities requested to be included in such Demand Registration exceeds by the number of Demanding Holders, (ii) second, any Registrable Shares and Securities held by any other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities Persons (other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (ACompany) first, the Registrable Shares requested to be included in such Demand Registration, in each case pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities Securities requested to be included in by such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyHolders and (iii) third, the order priority shall be as follows: (1) first, the any securities the Company proposed to sell; (2) second, the Registrable Shares held by any other Persons requested to be included in such Demand Registration, on a pro rata among basis. Notwithstanding the respective Holders of such Registrable Shares on foregoing, no other Holder shall be entitled to participate in any non-underwritten offering under a shelf registration statement as to which CSC is the basis of the total number of Registrable Shares beneficially owned by each such Demanding Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering registration and the managing underwriters for of such offering determine that the aggregate number of Registrable Shares which the Selling Holders exercising their Demand Registration rights, the Company and any other Persons desiring to participate in such Demand Registration advise propose to include in such registration statement exceeds the maximum number of shares of Common Stock that can reasonably be expected to be sold within a price range acceptable to the Initiating Holders, then the Company will include in writing such registration: (i) in the case of a Demand pursuant to clause (i) of Section 2.1.1, first, the Registrable Shares of the Clarity Holders (in the case of a Demand by the Clarity Majority) or the Hitachi Holders (in the case of a Demand by the Hitachi Majority), second, any securities requested to be included by other Holders, third, any securities to be sold for the account of the Company, and fourth, the securities requested to be included by other securityholders of the Company pursuant to contractual rights to participate in such registration (the “Other Securityholders”); and (ii) in the case of a Demand pursuant to clause (ii) of Section 2.1.1, first, the Registrable Shares of the Holders, second, any securities to be sold for the account of the Company, and third, the securities requested to be included by Other Securityholders; provided, however, in either case, the managing underwriters shall have the right to eliminate entirely the participation of the Company and the Other Securityholders; provided, further, in either case, that in their opinion no such reduction may reduce the number of Registrable Shares and, if permitted hereunder, other securities being sold by the Clarity Holders to less than twenty-five percent (25%) of the shares requested to be sold by the Clarity Holders in such offering. If in connection with any market “cutback” pursuant to this Section 2.1.5, (a) the Registrable Shares of the Clarity Holders who have requested that securities owned by them be included in such Demand Registration exceeds registration shall be included on a pro rata basis in proportion to the number of Registrable Shares then held by each such Clarity Holder, and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of (b) the Registrable Shares of the Hitachi Holders who have requested to be included in the Demand Registration, including, if any that securities other than Registrable Shares are to owned by them be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to registration shall be included on a pro rata basis in the Demand Registration, the Company shall include in such Demand Registration proportion to the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned then held by each such Hitachi Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), no securities which are to be sold for the account of any Person (including Xerox) other than the Requesting Holders and any Piggybacking Demand Holder who has exercised a Piggyback Request under Section 3.01 to participate in such Demand Registration shall be included in a Demand Registration; provided that securities to be sold for the account of Xerox and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and Xerox in writing (or, in the case of a Demand Registration not Registrable Shares without being underwritten, the prior written consent Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders and any Piggybacking Demand Holder (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares Securities proposed to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise by the Company in writing that in their opinion Requesting Holders and Piggybacking Demand Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of Xerox or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Shares and, if permitted hereunder, other securities Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders and Piggybacking Demand Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration exceeds by (ii) the aggregate number of Registrable Shares Securities that all Requesting Holders and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Piggybacking Demand Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration; provided, pro rata among the respective Holders however, that if, as a result of such proration, any Requesting Holder or Piggybacking Demand Holder shall not be entitled to include in a registration all Registrable Shares on the basis Securities of the total class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of Registrable Shares beneficially owned by each the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such Holderregistration, if any, and (Bb) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority withdrawal or reduction shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderirrevocable.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares Securities to be included in the Demand Registrationsuch registration, except as set forth in the next sentence. If the or, if such Demand Registration is an underwritten offering and offering, without the written consent of the managing underwriters. If the managing underwriters for such of the requested Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested Securities proposed to be included in any such Demand Registration registration exceeds the number of Registrable Shares and other securities, if any, securities which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration registration only the number of Registrable Shares Securities which in the opinion of such managing underwriters can be sold; provided, however, that no shares of Registrable Securities shall be excluded in any registration if any shares of Common Stock of holders who have registration rights pursuant to other agreements with the Company are included in such registration pursuant to the exercise of such registration rights. If the number of shares which can be sold is less than the number of Registrable Securities proposed to be registered, the amount of Registrable Securities to be so sold in the following order of priority: (A) first, the Registrable Shares requested to shall be included in such Demand Registration, allocated pro rata among the respective Holders of Registrable Securities desiring to participate in such Registrable Shares registration on the basis of the total amount of such Registrable Securities proposed to be registered by such Holders. If the number of shares which can be sold exceeds the number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested Securities proposed to be included in sold, such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority excess shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, allocated pro rata among the respective Holders other holders of Common Stock, if any, desiring to participate in such registration based on the amount of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities Common Stock initially requested to be included in registered by such Demand Registration to the extent permitted hereunderholders or as such holders may otherwise agree.

Priority on Demand Registrations. The (A) Whenever the Company shall not include in any effect a Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is connection with an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares andby one or more Initiating Holders, if permitted hereunder, other securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and no other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to Registerable Securities shall be included in such Demand Registration, unless (1) the managing underwriter(s) with respect to such Demand Registration shall have advised the Company and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Initiating Holder whose Registerable Securities were included in the Demand RegistrationRequest, in writing, that the inclusion of such other securities would not adversely affect such underwritten offering or (2) each of the Initiating Holders shall each have consented in writing to the inclusion of such other securities. In the event of such written advice of the managing underwriter(s) or unanimous consent of such Initiating Holders, the Company shall will include in such Demand Registration the number of Registrable Shares which can be so sold securities in the following order of priority: (A) first, priority until the Registrable Shares requested to be maximum number of securities included in such Demand Registration, pro rata among the respective Holders written advice of the managing underwriter(s) or unanimous consent of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority Initiating Holders shall be as followsreached: (1) first, pro rata (based upon the securities amount of Registerable Securities) among the Company proposed Registerable Securities included in the Demand Request which are subject to sell; the underwritten offering, (2) second, pro rata (based upon the Registrable amount of Registerable Securities) among the Registerable Securities of the other holders (each, a "Rightsholder") of registration rights granted by the Company in connection with the sale of the Shares requested who have given a Tag-Along Request with respect to be included in such Demand RegistrationRegistration where the method of distribution shall be pursuant to an underwritten offering, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, pro rata (based upon the amount of Registerable Securities) among all other Registerable Securities included in the Demand Request and Tag-Along Request(s) and (4) fourth, pro rata (based upon the amount of securities owned which carry registration rights) among all other securities requested to which the Company has granted registration rights and for which a request for inclusion in the Demand Registration shall have been made. (B) Whenever the Company shall effect a Demand Registration in connection with an offering of Registerable Securities of Initiating Holders for which the intended method(s) of distribution shall not include an underwritten offering, and the holders of a majority of the Registerable Securities which were subject to the Demand Request shall advise the Company in writing that, in the opinion of such Initiating Holders, the number of securities proposed to be included sold in such Demand Registration would adversely affect such offering, the Company will include in such Demand Registration securities in the following order of priority until the maximum number of securities included in the written advice of such Initiating Holders shall be reached: (1) first, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities included in the Demand Request, (2) second, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities of the Rightsholders who have given a Tag-Along Request with respect to such Demand Registration where the method of distribution shall be pursuant to an underwritten offering, (3) third, pro rata (based upon the amount of Registerable Securities) among all other Registerable Securities included in the Demand Request and Tag-Along Request(s) and (4) fourth, pro rata (based upon the amount of securities owned which carry registration rights) among all other securities to which the Company has granted registration rights and for which a request for inclusion in the Demand Registration shall have been made. (C) In the event that Initiating Holders and other Rightsholders who have given a Tag-Along Request are unable to have registered the full amount of Registerable Securities which they requested to be registered pursuant to a Demand Request or Tag-Along Request, pursuant to the extent permitted hereunderprovisions of this Section 4(b), such Initiating Holders and other Rightsholders shall retain the right to one Demand Registration with respect to such unregistered Registerable Securities subject to such Demand Request and Tag-Along Request.

Priority on Demand Registrations. The Company If the managing underwriter or underwriters shall not include advise the Requesting Holders that the Proposed Offering Share Amount in any respect of such Demand Registration any securities which are not Registrable Shares without is sufficiently large to adversely affect the prior written consent price, timing or distribution of the Holders of a majority of offering or otherwise adversely affect its success (an “Adverse Effect”), the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% shares of the Registrable Shares Common Stock to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion shall equal the number of shares that can be sold in such offering without an Adverse Effect, as advised by the managing underwriter or underwriters (the “Advised Offering Share Amount”). Any securities to be included in a Demand Registration shall be allocated on the following basis: (a) in respect of the first registration (including any Demand Registrations and Piggyback Registrations) following termination of the Holder Lock-Up Period, the Registrable Shares andof the Holders shall have priority over the securities of any other Persons (including the Company) up to the Proposed Offering Share Amount; further, if permitted hereunderin the event that the managing underwriter or underwriters provide an Advised Offering Share Amount, such amount shall first include the Registrable Shares the Holders elect to include in such registration and then, subject to the Advised Offering Share Amount, include any other securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securitiesregistration, if any, which can including securities to be sold in such offering without significantly delaying or jeopardizing for the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority account of the Registrable Shares requested Company; (b) in respect of the next registration (including any Demand Registrations and Piggyback Registrations) immediately following the registration in clause (a) above and in which the Company has elected to include securities to be included in sold for its own account, the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% shares of the Registrable Shares to be included in the Demand Registration, Common Stock of the Company shall have priority over the securities of any other Persons (including the Holders) up to the Proposed Offering Share Amount; further, in the event that the managing underwriter or underwriters provide an Advised Offering Share Amount, such amount shall first include the shares of Common Stock the Company elects to include in such Demand Registration registration and then, subject to the number of Registrable Shares which can be so sold in the following order of priority: (A) firstAdvised Offering Share Amount, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all include any other securities requested to be included in such registration, including Registrable Shares to be sold for the account of the Holders; and (c) except as otherwise set forth in this Agreement, in respect of all registrations (including any Demand Registration Registrations and Piggyback Registrations) other than the registrations described in clauses (a) and (b) above, Registrable Shares of the Holders, on the one hand, and the securities to be sold for the extent permitted hereunder; provided however account of the Company, on the other hand, shall, in the event that the Holders and the Company have elected to include their Registrable Shares or shares of Common Stock in such registration in accordance with respect to this Agreement, have equal priority over the Initial Demand Registration onlysecurities of any other Person and each comprise fifty percent (50%) (or such other percentage as mutually agreed by the Holders and the Company) of the Proposed Offering Share Amount and, if applicable, the order Advised Offering Share Amount; further, in respect of the priority shall be as follows: (1) firstbetween Registrable Shares of the Holders, on the one hand, and the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registrationsold for the account of the Company, pro rata among the respective Holders of such Registrable Shares on the basis other hand, each shall comprise fifty percent (50%) of the total number aggregate shares of Registrable Shares beneficially owned Common Stock sold pursuant to such registration, unless otherwise agreed to in writing by each such Holder, of the Holders and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderCompany.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Oaktree Registrable Shares Securities or Indigo Registrable Securities without the prior written consent of the Holders holders of a majority of the Indigo Registrable Shares Securities if such holders initially requested to be registered on such Demand Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% (in such capacity, the “Initiating Holder”) or holders of a majority of the Oaktree Registrable Shares to be included Securities if such holder initially requested such Demand Registration (in such capacity, also the Demand Registration, except as set forth in the next sentence“Initiating Holders”). If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Oaktree Registrable Shares Securities and Indigo Registrable Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Oaktree Registrable Shares Securities and Indigo Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationapplicable Initiating Holder(s), the Company shall will include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: registration (Ai) first, the Oaktree Registrable Shares Securities and Indigo Registrable Securities requested to be included in such Demand Registrationregistration, pro rata among the respective Holders holders of such Registrable Shares Securities on the basis of the total number of Registrable Shares beneficially Securities owned by each such Holderholder, and (Bii) second, all any other securities requested to be included in such Demand Registration to registration which securities, in the extent permitted hereunderopinion of such underwriters, can be sold in an orderly manner within the price range of such offering; provided however that with respect that, in the event the holders of a majority of the Indigo Registrable Securities or a majority of the Oaktree Registrable Securities, as applicable, are not permitted as a result of such underwriter’s advice to include at least 80% of the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Oaktree Registrable Shares Securities and/or Indigo Registrable Securities initially requested to be included in such Demand Registrationregistration by such holders, pro rata among the respective Holders of then such Registrable Shares on the basis request and related registration shall not constitute one of the total number two (2) Long-Form Registrations to which the holders of a majority of the Indigo Registrable Shares beneficially owned by each such HolderSecurities or a majority of the Oaktree Registrable Securities, and (3) thirdas applicable, all other securities requested are entitled to be included in such Demand Registration request pursuant to the extent permitted hereunderthis Section 9.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any No securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% sold for the account of the Registrable Shares to any Person (including TERP) other than a Requesting Holder shall be included in a Demand Registration unless the Demand Registrationmanaging underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, except as set forth in timing or distribution of the next sentenceoffering or otherwise adversely affect its success (an “Adverse Effect”). If the a Demand Registration is an underwritten offering offering, and if the managing underwriters underwriter advises TERP that the inclusion of any Shares requested to be included in a Registration Statement or prospectus supplement, as applicable, for the account of any Person (including TERP) other than a Requesting Holder would cause an Adverse Effect, TERP shall only be required to include such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares andin such Registration Statement or prospectus supplement, if permitted hereunderas applicable, as such underwriter advises would not cause an Adverse Effect, with priority given as follows: (i) first, any securities the Requesting Holders propose to sell, (ii) second, any securities TERP proposes to sell and (iii) third, any other securities requested to be included in such registration or prospectus supplement, pro rata among the holders of such other securities. Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons (including TERP) pursuant to the this Section 2.1.5, the amount of Registrable Shares proposed to be included in such Demand Registration exceeds by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of Registrable Shares and other securities, if any, which the Requesting Holders are so advised can be sold in such offering without significantly delaying or jeopardizing the success of an Adverse Effect and such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to shall be included in allocated pro rata among the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% Requesting Holders on the basis of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned registration by each such Requesting Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any If the managing underwriter or underwriters of a Demand Registration any securities which are not Registrable Shares without initiated under this Agreement, the prior written consent of LDC Registration Rights Agreement or the Holders of a majority of the Registrable Shares requested to be registered on such Institutional Investor Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration Rights Agreement advise the Company in writing that in its or their opinion the number of Registrable Shares andshares of Common Stock proposed to be sold in such Demand Registration exceeds the number which can be sold, if permitted hereunderor would adversely affect the price at which the Common Stock could be sold in such offering, other securities requested the Company will include in such registration only that number of shares of Common Stock which, in the opinion of such underwriter or underwriters, can be sold in such offering without so affecting such price. The shares of Common Stock to be included in such Demand Registration exceeds the number shall be apportioned (x) first, pro rata among (i) shares of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including Common Stock held by selling at Preferred Stock Investor Holders who have made a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are request to be included in such Demand Registration, each Principal Stockholder (ii) shares of Common Stock held by LDC Holders who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares have made a request to be included in the Demand Registration, the Company shall include in such Demand Registration the number and (iii) shares of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested Common Stock held by Institutional Investors who have made a request to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares based on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested shares required to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyregistration statement, the order priority shall be as follows: and (1) first, the securities the Company proposed to sell; (2y) second, the Registrable Shares requested pro rata among any other shares of Common Stock proposed to be included in such Demand Registration, including any shares proposed to be sold by the Company pursuant to such Demand Registration. Notwithstanding the foregoing, the shares of Common Stock to be included in any Demand Registration prior to June 30, 2004 shall be apportioned (a) first, pro rata among any shares of Common Stock proposed to be sold by (x) any LDC Holder pursuant to the respective Holders LDC Registration Rights Agreement and (y) any Institutional Investor pursuant to the Institutional Investor Registration Rights Agreement, up to a maximum of such Registrable Shares on the basis 40% of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested shares of Common Stock to be included in such Demand Registration Registration, (b) second, pro rata among any shares of Common Stock proposed to be sold by any Preferred Stock Investor Holder and (c) third, pro rata among any other shares of Common Stock proposed to be included in such Demand Registration, including any shares proposed to be sold by the Company pursuant to such Demand Registration, in each case according to the extent permitted hereundertotal number of shares of Common Stock requested for inclusion by the Preferred Stock Investor Holders, the LDC Holders and the Institutional Investors, as applicable, or in such other proportions as shall mutually be agreed to among such selling stockholders, as applicable.

Priority on Demand Registrations. The Company No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall not include be included in any a Demand Registration any unless the managing Underwriter or Underwriters shall advise the Company and the Requesting Holders in writing that the inclusion of such securities which are will not Registrable Shares without materially and adversely affect the prior written consent price, distribution or timing of the offering (a "Material Adverse Effect"). Any additional securities to be included in a Demand Registration pursuant to this Section 2.01(f) shall be included in such Demand Registration in accordance with their relative rights. Furthermore, in the event the managing Underwriter or Underwriters shall advise the Company or the Requesting Holders that even after exclusion of all securities of other Persons (including the Company) pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause a majority Material Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Company and the Requesting Holders are so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Shares Securities requested to be included in such registration by each such Requesting Holder; provided, however, that if any Registrable Securities requested to be registered on pursuant to a Demand Registration under Section 2.01 are excluded from registration hereunder, then the Holder(s) having shares excluded ("Excluded Holders") shall have the right to withdraw all, or any part, of their shares from such Registration Statement and each Principal Stockholder who has requested Registrable Shares registration; provided, further, that would constitute at least 10if less than 80% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities Securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securitiesare actually included therein, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at registration will not count as a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number for purposes of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderthis Section 2.01.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any (a) No securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% sold for the account of any Person (including the Registrable Shares to Company) other than the HMC Group shall be included in a Demand Registration in which the HMC Group has requested inclusion, irrespective of the identity of the party making the Demand RegistrationRequest, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and unless the managing underwriter or underwriters for such Demand Registration shall advise the Company or the HMC Group in writing that the inclusion of such securities will not materially and adversely affect the price or success of the offering (a "Material Adverse Effect"). Furthermore, in their opinion the number event the managing underwriter or underwriters shall advise the Company or the HMC Group that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Shares and, if permitted hereunder, other securities requested proposed to be included in such Demand Registration exceeds by the HMC Group is sufficiently large to cause a Material Adverse Effect, the Registrable Shares of the HMC Group to be included in such Demand Registration shall equal the number of Registrable Shares and other securities, if any, shares which the Company is so advised can be sold in such offering without significantly delaying or jeopardizing a Material Adverse Effect and such Registrable Shares shall be allocated pro rata among the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority members of the HMC Group on the basis of the number of Registrable Shares requested to be included in the Demand Registration, including, if by each such Holder. If any securities other than Registrable Shares are of any Holder requested to be included in registered pursuant to a Demand Request under Section 3.1.1 are excluded from a Demand Registration pursuant to this Section 3.1.4, such Demand Registration, each Principal Stockholder who has requested Holder having Registrable Shares that would constitute at least 10% so excluded shall have the right to withdraw all, but not less than all, such Registrable Shares from such registration and such registration will not count as a Demand Registration with respect to such Holder. (b) Notwithstanding Section 3.1.4(a) above, Xxxxxxxxx shall have the right to sell in a Demand Registration under this Article 3 all or any portion of the Registrable Xxxxxxxxx Priority Shares to be included in on a pari passu basis with the Demand RegistrationHMC Group, calculated pro rata on the Company shall include in such Demand Registration basis of the number of Registrable Shares owned by each party. In the event that Xxxxxxxxx requests inclusion of the Xxxxxxxxx Priority Shares in a Demand Registration in which can be so sold in the following order of priority: (A) first, HMC Group participates and the Registrable Shares requested to be included in such Demand Registration, pro rata among managing underwriter or underwriters advises the respective Holders Company or the HMC Group that the inclusion of such Registrable Shares on securities likely will result in a Material Adverse Effect so that it becomes necessary to reduce the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included registered, in no event shall the number of Xxxxxxxxx Priority Shares to be sold in such Demand Registration registration be reduced to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyfewer than 150,000 shares, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis irrespective of the total other provisions hereof, unless the number of Registrable Shares beneficially owned to be sold by the HMC Group in such offering is also reduced to fewer than 150,000 shares, in which event each such Holderof the HMC Group, on the one hand, and (3) thirdXxxxxxxxx, all on the other securities requested to be included in such Demand Registration hand, will suffer equivalent share-for-share reduction thereafter to the extent permitted hereunder.necessary to reach the number of Registrable Shares that can be sold in such offering without a Material Adverse Effect. At such time as the Xxxxxxxxx Priority Shares have been disposed of pursuant to an effective registration statement, Xxxxxxxxx'x rights pursuant to this Section 3.1.4

Priority on Demand Registrations. The Company shall not include If the managing underwriters in any Demand Registration any securities which are not Registrable Shares without shall give written advice to the prior written consent of Company and the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested Securities to be included in such Demand Registration registration of an Underwriters' Maximum Number, then: (i) the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities shall be allocated pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (ii) if the Underwriters' Maximum Number exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including Securities requested by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested thereof to be included in such registration, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company to be included in such registration for the account of the Company and which shall not be greater than such excess; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities that the Company shall be required to include in such Demand RegistrationRegistration and the number of securities that the Company proposes to offer and sell for its own account in such registration, including, if then the Company may include in such registration that number of other securities which Persons (other than the Holders as such) shall have requested be included in such registration and which shall not be greater than such excess. Neither the Company nor any of its security holders (other than Holders of Registrable Securities) shall be entitled to include any securities other than in any underwritten Demand Registration unless the Company or such security holders (as the case maybe) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the Registrable Shares are Securities to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in Securities initially requesting such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, then the Company shall include in such Demand Registration the registration only that number of Registrable Shares securities which in the opinion of such underwriters can be so sold in an orderly manner in such offering without adversely affecting the following order marketability of prioritythe offering within such price range, with priority for inclusion to be determined as follows: (Ai) first, the Registrable Shares Securities requested to be included in such Demand Registrationregistration, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number of Registrable Shares beneficially Securities owned by each such Holderholder, and (Bii) second, all any other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyregistration, the order priority shall be as follows: (1) first, inclusion of which the securities the Company proposed to sell; (2) second, holders of a majority of the Registrable Shares requested Securities to be included in such Demand Registrationregistration have consented in writing, 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 of such Registrable Shares holders thereof on the basis of the total number of Registrable Shares beneficially such securities owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderholder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering registration and the managing underwriters for of such Demand Registration offering determine in their good faith judgment and advise the Company company in writing that in their opinion the aggregate number of Registrable Shares and(i) Restricted Securities of the selling Stockholders exercising their rights to participate in the Demand Registration on a demand basis pursuant to this Section 6 (or pursuant to any other similar agreement with the Company); (ii) shares of Common Stock of the Company; and (iii) shares of Common Stock of any other Persons entitled to participate in such Demand Registration, if permitted hereunder, other securities requested in each case proposed to be included in such Demand Registration registration statement, exceeds the maximum number of Registrable Shares and other securities, if any, which shares of Common Stock that can reasonably be expected to be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders Company and the selling Stockholders, then the number of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are shares to be included in such Demand Registrationregistration shall include (i) first, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10100% of the Registrable Shares Restricted Securities proposed to be included in sold by the Demand Registration, Initiating Stockholder (together with all other additional holders of the Company shall include Company’s securities (including the Stockholders) exercising their rights to participate in such Demand Registration pursuant to this Agreement or any other agreement), such amount to be allocated pro rata among all such holders based upon the number of Registrable Shares which can be so sold in issued and outstanding securities of the following order of priority: (A) first, the Registrable Shares requested class to be included in registered that are owned by each applicable holder as of the date of the Demand, and (ii) second, 100% of the shares of Common Stock proposed to be sold by the Company. Any request for registration with respect to which such a market “cutback” with respect to such selling Stockholders occurs shall be deemed to constitute a Demand Registration for all purposes of this Section 6; provided, however, that if any such market “cutback” occurs with respect to a Demand Registration and the Initiating Stockholder is not able to sell at least seventy percent (70%) of the Restricted Securities which the Initiating Stockholder proposed to sell pursuant to such Demand Registration, pro rata among then such request for registration will not count against the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested Demands to be included in such Demand Registration which the Initiating Stockholder is entitled pursuant to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderthis Section 6.

Priority on Demand Registrations. The Company shall not include in any In the case of a Demand Registration any securities which are not Registrable Shares without the prior written consent for an underwritten public offering that is made within fifteen months of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationdate hereof, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and if the managing underwriters for such Demand Registration advise underwriter, which shall be a nationally recognized investment bank selected by the Company following consultation with the Shareholder, advises the Company in writing that in their opinion such investment bank’s judgment, the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in such offering therein without significantly delaying or jeopardizing adversely affecting the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority marketability of the Registrable Shares requested to be included in offering or the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% trading price of the Registrable Shares to be included in the Demand RegistrationCommon Stock, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold registration statement (in the following order of priority: ) (Ai) first, the quantity of Registrable Shares Securities requested to be included in such Demand Registrationregistration statement, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (Bii) second, all securities to be sold by the Company for its own account and (iii) third, other securities requested to be included in such registration statement, in each such case which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering or the trading price of the Common Stock. In the case of all other Demand Registration to Registrations for an underwritten public offering hereunder, if the extent permitted hereunder; provided however managing underwriter, which shall be a nationally recognized investment bank selected by the Company following consultation with the Shareholder, advises the Company in writing that with respect to the Initial Demand Registration onlyin such investment bank’s judgment, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such HolderSecurities and, and (3) third, all other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering or the trading price of the Common Stock, the Company shall include in such registration statement (in the following order of priority) (i) first, securities to be sold by the extent permitted hereunderCompany for its own account, (ii) second, the quantity of Registrable Securities requested to be included in such registration statement and (iii) third, other securities requested to be included in such registration statement, in each such case which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering or the trading price of the Common Stock.

Priority on Demand Registrations. The (a) Subject to Section 4.1(g), prior to the Cut-off Date, no securities to be sold for the account of any Person (including the Company) other than a Holder shall be included in a Demand Registration pursuant to Section 4.1 if, in the case that such registration is to be an Underwritten Registration, the managing underwriter of the Underwritten Offering relating thereto advises the Demanding Holders (or, in the case that such registration is not to be an Underwritten Registration, the Demanding Holders requesting registration determine in good faith) that the total amount of Registrable Securities requested to be registered, together with such other securities that the Company and any Other Stockholders propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such offering, then the Company shall not include in such registration all Registrable Securities requested to be included therein, up to the full amount that, in the view of such managing underwriter or such Demanding Holders requesting registration, as the case may be, can be sold without adversely affecting the success of such offering, before including any securities of any Person (including the Company) other than the Demanding Holders and the other Holders. Subject to Section 4.1(g), if the number of shares to be included in any such offering is less than the aggregate number of Qualified Registrable Securities requested by Demanding Holders and the other Holders to be included therein, then the Registrable Securities to be included in such offering shall be allocated pro rata among such Demanding Holders and the other Holders on the basis of the number of Qualified Registrable Securities requested by Demanding Holders and the other Holders to be included therein. (b) From and after the Cut-off Date, no securities to be sold for the account of any Person (including the Company) other than a Holder or the Trust shall be included in a Demand Registration any securities which are not Registrable Shares without the prior written consent for an Underwritten Offering pursuant to Section 4.1 hereof or a demand registration for an Underwritten Offering under Section 4.1 of the Holders of a majority Trust Registration Agreement if the managing underwriter of the Underwritten Offering relating thereto advises the Company, the Demanding Holders and the Trust in writing that the total amount of Registrable Shares Securities and other securities requested to be registered on thereunder, together with such Registration Statement other securities that the Company and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% any Other Stockholders propose to include in such registration is such as to adversely affect the successful marketing (including the pricing) of the securities included in such registration. If such managing underwriter provides such advice, then the Company shall include in such registration Registrable Securities requested to be included therein and other securities requested to be included therein of Other Stockholders, including the Trust, subject to the provisions of this Section 4.4(b), up to the full amount (such amount the “Capacity”) that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the securities included in such registration. If the number of shares to be included in any such registration is less than the aggregate number of Qualified Registrable Securities requested by Demanding Holders and shares of New Common Stock requested by the other Holders and the Trust and Other Stockholders to be included therein, then the shares of New Common Stock to be included in such registration shall be allocated among such Demanding Holders, the other Holders and the Trust and Other Stockholders as follows: (i) if such demand registration is an Exclusive Trust Registration, the Company shall include in such registration: (1) first, up to the full amount of Trust Shares of the Trust requested to be included in the Demand Exclusive Trust Registration by the Trust; (2) second, up to the full amount of Qualified Registrable Securities requested to be included therein allocated pro rata among the Holders participating in such Exclusive Trust Registration, except as set forth on the basis of the number of Qualified Registrable Securities requested to be included therein by each such Holder; (3) third, up to the full amount of any other Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Exclusive Trust Registration, on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the next sentence. If Exclusive Trust Registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Exclusive Trust Registration by the Other Stockholders (other than the Trust) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Trust) so that the total amount of securities to be included in such Exclusive Trust Registration is the Capacity, provided, that the Holders shall be allowed to include in the aggregate a minimum number of shares of New Common Stock in the Exclusive Trust Registration equal to the lesser of (x) 25% of the Capacity of the Exclusive Trust Registration and (y) the number of shares of Qualified Registrable Securities they request to include in such Exclusive Trust Registration;. (ii) if such Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise Exclusive Holder Registration, the Company shall include in writing that such registration: (1) first, up to the full amount of Qualified Registrable Securities requested to be included therein allocated pro rata among the Holders participating in their opinion such Exclusive Holder Registration, on the basis of the number of Qualified Registrable Securities requested to be included therein by each such Holder; (2) second, up to the full amount of Trust Shares of the Trust requested to be included in the Exclusive Holder Registration by the Trust; (3) third, up to the full amount of any other Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Exclusive Holder Registration, on the basis of the number of Registrable Shares andSecurities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the Exclusive Holder Registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Exclusive Holder Registration by the Other Stockholders (other than the Trust) in accordance with the priorities, if permitted hereunderany, then existing among the Company and the Other Stockholders (other than the Trust) so that the total amount of securities to be included in such Exclusive Holder Registration is the Capacity; provided that the Trust shall be allowed to include in the Exclusive Holder Registration a minimum number of shares of New Common Stock equal to the lesser of (x) 25% of the Capacity of the Exclusive Holder Registration and (y) the number of shares of New Common Stock the Trust requests to include in such Exclusive Holder Registration. Notwithstanding the foregoing, if the Trust does not, on the date that the Holders request an Exclusive Holder Registration, have at least $75 million of Trust Shares, this Section 4.4(b)(ii) shall not apply. (iii) subject to Section 4.1(g), if such Demand Registration (or demand registration under the Trust Registration Agreement) for an Underwritten Offering is requested by any Holder or the Trust and is not an Exclusive Trust Registration or an Exclusive Holder Registration, the Company shall include in such registration: (1) first, up to the full amount of shares of New Common Stock of the Trust and Qualified Registrable Securities of the Holders requested to be included therein, allocated on a Pro Rata Basis (as defined below); (2) second, up to the full amount of Non-Qualified Securities of the Holders requested to be included therein, allocated pro rata among the Holders participating in such Demand Registration, on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (3) third, up to the full amount of any other Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Demand Registration, on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Demand Registration exceeds by the number of Registrable Shares and Other Stockholders (other securitiesthan the Trust) in accordance with the priorities, if any, which can be sold in such offering without significantly delaying or jeopardizing then existing among the success of such offering, including by selling at a price per share within a price range reasonably acceptable to Company and the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities Other Stockholders (other than Registrable Shares are the Trust) so that the total amount of securities to be included in such Demand Registrationregistration is the Capacity; provided, each Principal Stockholder who has requested Registrable that the Trust shall be allowed to include in such registration a minimum number of Trust Shares that would constitute at least 10equal to the lesser of (x) 25% of the Registrable Shares Capacity of such registration and the (ii) number of shares of New Common Stock it requests to be included in the Demand Registration, the Company shall include in such Demand Registration registration. The term “Pro Rata Basis” shall mean a pro rata allocation among the number of Registrable Shares which can be so sold in Trust and the following order of priority: (A) first, the Registrable Shares requested to be included Holders participating in such Demand Registrationregistration, pro rata among the respective Holders of such Registrable Shares calculated on the basis of (1) the total number of Registrable Trust Shares beneficially owned by each the Trust requests to include in such Holder, registration and (B2) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyHolders participating in such registration, the order priority shall be as follows: (1) first, number of the securities Qualified Registrable Securities the Company proposed Holders request to sell; (2) second, the Registrable Shares requested to be included include in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderregistration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Warburg Registrable Securities (other than Ordinary Shares held by holders of Convertible Notes for so long as the holders of the Convertible Notes have piggyback rights pursuant to the terms thereof) without the prior written consent of the Warburg Majority Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the such Demand Registration, except as set forth in the next sentence. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included specified in the Demand Registration, including, if any securities other than Registrable Shares are Request pursuant to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% Section 2(a) and without adversely affecting the marketability of the Registrable Shares to be included in the Demand Registrationoffering, then the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the number of Warburg Registrable Shares Securities requested to be included in such Demand Registrationregistration pro rata, pro rata if necessary, among the respective Holders holders of such Warburg Registrable Shares Securities based on the basis of the total number of Warburg Registrable Shares beneficially Securities owned by each such Holder, Shareholder and (B) second, all any other securities of the Company requested to be included in such registration pro rata, if necessary, on the basis of the number of such other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned therein by each such HolderShareholder; provided, and (3) third, all other securities requested to that Registrable Securities held by employees of the Company shall be included in such Demand Registration only if, and only to the extent permitted hereunderthat, the managing underwriters advise the Company in writing that in their opinion such Registrable Securities can be sold therein without adversely affecting the marketability of such offering.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company Corporation and the selling holders of the Registrable Securities requested to be registered during the 20-day period set forth in Section 3(a) hereof in writing that in their opinion the number of such Registrable Shares and, if permitted hereunder, other securities Securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, securities which can be sold in such offering without significantly delaying materially and adversely affecting the proposed offering or jeopardizing the success offering price, the Corporation will include in such registration only the number of such offeringRegistrable Securities (and, including if required by selling at a price per share within a price range reasonably acceptable to the Holders Warrants Registration Rights Agreement, Warrant Related Registrable Securities) which in the opinion of a majority such underwriters can be sold without materially and adversely affecting the proposed offering or the offering price, and such securities will be allocated among the holders of such Registrable Securities (and, if required by the Warrants Registration Rights Agreement, the holders of Warrant Related Registrable Shares requested Securities) requesting to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, registration pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned Securities (and, if required by each such Holderthe Warrants Registration Rights Agreement, and (B) second, all other securities Warrant Related Registrable Securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1registration) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned therein by each such Holderholder. If securities (other than Registrable Securities and, and (3if applicable, Warrant Related Registrable Securities) third, all other securities requested are proposed to be included by the Corporation or its other securityholders in a Demand Registration which is an underwritten offering (subject to and in accordance with the provisions of Section 3(c)) and the managing underwriters advise the Corporation and the selling holders in writing that some but not all of said other securities can be sold without materially and adversely affecting the proposed offering or the offering price in such Demand underwritten offering, in addition to all of the Registrable Securities (and, if required by the Warrants Registration Rights Agreement, Warrant Related Registrable Securities) being registered, those securities which are permitted to be included will be allocated (i) first, to the extent permitted hereunderCorporation and (ii) second, to the other securityholders, allocated among them in such proportions as such securityholders and the Corporation may agree.

Priority on Demand Registrations. The (i) Whenever the Company shall effect a Demand Registration in connection with an underwritten offering by one or more Initiating Holders, no other securities, including other Registerable Securities shall be included in such Demand Registration, unless (A) the managing underwriter(s) with respect to such Demand Registration shall have advised the Company and each Initiating Holder whose Registerable Securities were included in the Demand Request, in writing, that the inclusion of such other securities would not adversely affect such underwritten offering or (B) each of the Initiating Holders shall each have consented in writing to the inclusion of such other securities. In the event of such written advice of the managing underwriter(s) or unanimous consent of such Initiating Holders, the Company will include in such Demand Registration securities in the following order of priority until the maximum number of securities included in the written advice of the managing underwriter(s) or unanimous consent of such Initiating Holders shall be reached: (A) first, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities included in the Demand Request which are subject to the underwritten offering, (B) second, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities of the Rightsholders who have given a Tag-Along Request with respect to such Demand Registration where the method of distribution shall be pursuant to an underwritten offering, (C) third, pro rata (based upon the amount of Registerable Securities) among all other Registerable Securities included in the Demand Request and Tag-Along Request(s) and (D) fourth, pro rata (based upon the amount of securities owned which carry registration rights) among all other securities to which the Company has granted registration rights and for which a request for inclusion in the Demand Registration shall have been made. (ii) Whenever the Company shall effect a Demand Registration in connection with an offering of Registerable Securities of Initiating Holders for which the intended method(s) of distribution shall not include in any Demand Registration any securities which are not Registrable Shares without an underwritten offering, and the prior written consent of the Holders holders of a majority of the Registrable Shares requested Registerable Securities which were subject to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration Request shall advise the Company in writing that in their the opinion of such Initiating Holders the number of Registrable Shares and, if permitted hereunder, other securities requested proposed to be included sold in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of would adversely affect such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall will include in such Demand Registration the number of Registrable Shares which can be so sold securities in the following order of prioritypriority until the maximum number of securities included in the written advice of such Initiating Holders shall be reached: (A) first, pro rata (based upon the Registrable Shares requested to be amount of Registerable Securities) among the Registerable Securities included in such the Demand RegistrationRequest, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities of the Rightsholders who have given a Tag-Along Request with respect to such Demand Registration where the method of distribution shall be pursuant to an underwritten offering, (C) third, pro rata (based upon the amount of Registerable Securities) among all other Registerable Securities included in the Demand Request and Tag-Along Request(s) and (D) fourth, pro rata (based upon the amount of securities owned which carry registration rights) among all other securities to which the Company has granted registration rights and for which a request for inclusion in the Demand Registration shall have been made. (iii) In the event that Initiating Holders and other Rightsholders who have given a Tag-Along Request are unable to have registered the full amount of Registerable Securities which they requested to be included in registered pursuant to a Demand Request or Tag-Along Request, pursuant to the provisions of this Section 4.2, such Initiating Holders and other Rightsholders shall retain the right to one Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed such unregistered Registerable Securities subject to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, Request and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderTag-Along Request.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company and the applicable Holders requested to be included in writing the Demand Registration that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares Securities requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares Securities which can be so sold in the following order of priority: (Ai) first, the Registrable Shares Securities requested to be included in such Demand RegistrationRegistration by the Holders, which in the judgment of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of shares of Registrable Shares beneficially Securities owned by each such Holder, ; and (Bii) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that provided, however, that, with respect to the Initial Demand Registration only, the order of priority shall be as follows: (1x) first, the securities the Company proposed proposes to sell; (2y) second, the Registrable Shares Securities requested to be included in such Demand RegistrationRegistration by the Holders, which in the judgment of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective such Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned Securities requested to be included therein by each such Holder, ; and (3z) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that that, in their opinion opinion, the number of Registrable Shares and, if permitted hereunder, Securities and other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares and other securities, if any, which securities that can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares Securities requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationregistration, the Company shall include in such Demand Registration registration, (i) first, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Shares which can be so sold in Securities held by the following order of priority: (A) first, the Registrable Shares Investor Stockholders requested to be included in such Demand Registrationregistration 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 of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially Securities owned by each such Holderholder, (ii) second, the number of Registrable Securities held by other Stockholders requested to be included in such registration 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, and (Biii) secondthird, all the number of other securities requested to be included which, in the opinion of such Demand Registration to underwriters, can be sold in an orderly manner within the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in price range of such Demand Registrationoffering, pro rata among the Company and the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in therein by each such Demand Registration to the extent permitted hereunderholder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any No securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% sold for the account of any Person (including the Registrable Shares to Company) other than a Requesting Holder shall be included in the Demand Registration, except as set forth in the next sentence. If the a Demand Registration is an underwritten offering and unless the managing underwriters for such Demand Registration Underwriter or Underwriters shall advise the Company and the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price of the offering (a "Pricing Material Adverse Effect"). Furthermore, in their opinion the number event the managing Underwriter or Underwriters shall advise the Company or the Requesting Holders that even after exclusion of all securities of other Persons (including the Company) pursuant to the immediately preceding sentence, the amount of Registrable Shares and, if permitted hereunder, other securities requested Securities proposed to be included in such Demand Registration exceeds by the Requesting Holders is sufficiently large to cause a Pricing Material Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of Registrable Shares shares which the Company and other securities, if any, which the Requesting Holders are so advised can be sold in such offering without significantly delaying or jeopardizing a Pricing Material Adverse Effect and such shares shall be allocated pro rata among the success Requesting Holders on the basis of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned registration by each such Requesting Holder; provided, and (B) secondhowever, all other securities that if any Registrable Securities requested to be included in such registered pursuant to a Demand Registration under Section 2.01 are excluded from registration hereunder, then the Holder(s) having shares excluded ("Excluded Holders") shall have the right to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlywithdraw all, the order priority shall be as follows: (1) firstor any part, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in of their shares from such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderregistration.

Priority on Demand Registrations. The Company shall not include in any If a Demand Registration any is an underwritten offering and includes securities which are not Registrable Shares without for sale by the prior written consent of Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in such registration, subject to the Demand RegistrationCompany’s reasonable approval) advises the Company, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company writing, that, in writing that in their opinion its good faith judgment, the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing materially and adversely affecting the success marketability of such the offering, including by selling at a price per share within a price range reasonably acceptable to then the Holders Company will include in any such registration the maximum number of a majority of shares that the Registrable Shares requested to managing underwriter advises the Company can be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included sold in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priorityoffering allocated as follows: (Ai) first, the Registrable Shares Securities requested to be included in such Demand Registrationregistration by the initiating Holders and securities of other Holders of Registrable Securities and holders of Registrable Securities (as defined in the Gulfport Investor Rights Agreement), with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among the respective Holders of such Registrable Shares Holders) based on the basis amount of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration therein and (ii) second, to the extent permitted hereunder; provided however that with respect to any other securities may be included without exceeding the Initial Demand Registration only, limitations recommended by the order priority shall be underwriter as follows: (1) firstaforesaid, the securities that the Company proposed proposes to sell; (2) second, the Registrable Shares requested sell together with such additional securities to be included on a pro rata basis (or in such Demand Registration, pro rata other proportion mutually agreed upon among the respective Holders of Company and such Registrable Shares other holders) based on the basis amount of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration to the extent permitted hereunderfor purposes of Section 2(b).

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority 50% or more of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold therein in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares Securities requested to be included in the Demand Registrationtherein, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, then the Company (i) shall include in such Demand Registration the registration only such number of Registrable Shares which can as may be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included therein in such Demand Registrationan orderly manner, and (ii) prior to the inclusion of any securities which are not Registrable Securities shall include Registrable Securities pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially Securities owned by each such Holderholder (with the pro rata share of each such holder determined in accordance with Section 4 of this Agreement); provided, however, that if the managing underwriters determine that the inclusion of the number of Other Investor Registrable Securities and (B) second, all other securities requested Aldabra Registrable Securities proposed to be included in any such Demand Registration offering would adversely affect the marketability of such offering, the Company may exclude such number of Other Investor Registrable Securities and Aldabra Registrable Securities as necessary to the extent permitted hereundernegate such adverse impact; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis provisions of the total number foregoing proviso shall not apply in a demand registration effected by holders of Aldabra Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Securities in such Demand Registration to accordance with the extent permitted hereundersecond sentence of Section 3(a).

Priority on Demand Registrations. (a) The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities (other than securities with respect to which any Person exercises "piggyback" or similar rights as described on Exhibit B attached hereto, such Persons being "Other Piggyback Holders") without the prior written consent of the Holders Requisite Requesting Investors. (b) If the Requesting Investors and other holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Securities request Registrable Shares that would constitute at least 10% of the Registrable Shares Securities to be included in the Demand Registration, except as set forth in the next sentence. If the a Demand Registration which is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities Securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, Securities which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of Requisite Requesting Investors, the Company shall include any securities to be sold in such Demand Registration in the following order: (i) first, the Registrable Shares Securities requested to be included in such registration by the Demand RegistrationRequesting Investors, includingpro rata, if based upon their total ownership, on a fully diluted basis, of Registrable Securities; (ii) second, subject to Section 2.5(a), the securities which the Company proposes to sell and (iv) third, any securities other than Registrable Shares Securities to be sold by Persons other than the Company included pursuant to Section 2.5(a). If securities of Other Piggyback Holders are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration use its best efforts to effect the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned priority required by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that this Section with respect to the Initial Requesting Investors and such Other Piggyback Holders. (c) Any Person (other than REI Shareholders) including any securities in a Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis pay its share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderArticle VII.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration underwritten registration pursuant to Sections 1(a) or (c) any securities which that are not Registrable Shares Securities without the prior written consent of the Initiating Holders of holding a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included Securities for which registration was requested. Other than in the Demand connection with a Shelf Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and if the managing underwriters for such Demand Registration advise Underwriter advises the Company in writing that in their its opinion the number of Registrable Shares Securities (and, if permitted hereunder, other securities requested to be included in such Demand Registration offering) exceeds the number of Registrable Shares and other securities, if any, which securities that can be sold in such offering without significantly delaying or jeopardizing materially adversely affecting the success successful marketability of such offering, the offering (including by selling at a price material adverse effect on the per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering price), the Company shall will include in such Demand Registration the offering only such number of Registrable Shares which securities that in the opinion of such Underwriters can be sold without materially adversely affecting the successful marketability of the offering, which securities will be so sold included in the following order of priority: (A) if such registration is requested by the Required Investor Holders, (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities requested to be included in such registration by each of them, and (ii) second, any other securities of the Company that have been requested to be so included; and (B) if such registration is requested by the Required Cypress Holders, (i) first, Registrable Securities, pro rata among the respective Holders thereof that are Cypress Shareholders on the basis of the aggregate number of Registrable Securities requested to be included in such registration by each of them, (ii) second, Registrable Securities, pro rata among the respective other Holders thereof that on the basis of the aggregate number of Registrable Securities requested to be included in such registration by each of them, and (iii) third, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing Underwriter determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registration. In the event the Company shall not, by virtue of this Section 1(f), include in any Demand Registration all of the Registrable Shares requested Securities of any Holder requesting to be included in such Demand Registration, pro rata among such Holder may, upon written notice to the respective Holders Company given within five days of the time such Holder first is notified of such Registrable Shares on matter, reduce the basis of the total number amount of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested Securities it desires to be have included in such Demand Registration Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority Holders not so reducing shall be as follows: (1) first, entitled to a corresponding increase in the securities the Company proposed to sell; (2) second, the amount of Registrable Shares requested Securities to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise underwriter(s) advises the Company in writing that in their its opinion the number of Total Registrable Shares and, if permitted hereunder, Securities and other securities requested to be included in such Demand Registration offering exceeds the number of Total Registrable Shares Securities and other securities, if any, which can may be sold in an orderly manner in such offering without significantly delaying or jeopardizing adversely affecting the success of such offering, including by selling at a price per share within a price range reasonably acceptable to offering (the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration“Optimal Number”), the Company shall will include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: registration (i) if a registration pursuant to Section 9B, (A) first, the securities the Company proposes to sell, in its sole discretion, (B) second, the Total Registrable Shares Securities and any other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights, in each case, requested to be included in such Demand Registrationregistration up to the Optimal Number, pro rata among the respective Holders holders of such Total Registrable Shares Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights on the basis of the total number of Registrable Shares beneficially owned by such Equity Securities each such Holderholder proposes to sell therein, and (BC) secondthird, only if all Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights requested to be included in such registration by the holders thereof have been so included, any other securities requested to be included in such Demand Registration registration, up to a number of such securities that, when combined with the Total Registrable Securities and other such Equity Securities included in such registration pursuant to clauses (A) and (B), causes the total number of securities included in such registration to be less than or equal to the extent permitted hereunder; provided however that with respect Optimal Number, or (ii) if a registration pursuant to the Initial Demand Registration onlySection 9C or Section 9D, the order priority shall be as follows: (1A) first, the securities the Company proposed to sell; Total Registrable Securities and any other Equity Securities (2other than Total Registrable Securities) second, the Registrable Shares for which such holders of Equity Securities have applicable demand and/or piggyback rights requested to be included in such Demand Registrationregistration up to the Optimal Number, pro rata among the respective Holders holders of such Total Registrable Shares Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights on the basis of the total number of Total Registrable Shares beneficially owned by Securities and other such Equity Securities each such Holderholder proposes to sell therein, and (3B) thirdsecond, if all Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights requested to be included in such registration by the holders thereof have been so included, any other securities requested to be included in such Demand Registration registration up to a number of such securities that, when combined with the Total Registrable Securities and other such Equity Securities included in such registration, causes the total number of securities (including all Total Registrable Securities and other such Equity Securities) included in such registration to be less than or equal to the extent permitted hereunderOptimal Number. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to sell for its own account any capital stock of the Company at a price that is not acceptable to the Company in the sole discretion of the Board and the best efforts obligation of the Company as set forth in this Section 9 and Section 12 shall not include any such obligation.

Priority on Demand Registrations. The Company shall not include If in any Demand Registration any securities which are the managing underwriter or underwriters thereof (or in the case of a Demand Registration not Registrable Shares without being underwritten, the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% Securities held by the Demanding Group after consultation with an investment banker of the Registrable Shares to be included in the Demand Registrationnationally recognized standing), except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in its or their reasonable opinion the number of securities proposed to be sold in such Demand Registration exceeds the number that can be sold in such offering without having a material adverse effect on the success of the offering (including, without limitation, an impact on the selling price), the Company will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters (or such holders of Registrable Shares andSecurities held by the Demanding Group, if permitted hereunderas the case may be) can be sold without having a material adverse effect on the success of the offering, other securities as follows: (i) first, the Registrable Securities requested to be included in such Demand Registration exceeds by the number Demanding Group, pro rata, among such Stockholders on the basis of Registrable Shares and other securitiestheir respective holdings of Common Stock on a Fully Diluted Basis, if any(ii) second, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares Securities requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand RegistrationRegistration by the Xxxx Xxxxx Stockholders and SBW (if the Demanding Group is the Carlyle Stockholders and the Clipper Stockholders), each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% or the Carlyle Stockholders and the Clipper Stockholders, as a group, and SBW (if the Demanding Group is the Xxxx Xxxxx Stockholders), or the Carlyle Stockholders and the Clipper Stockholders, as a group, and the Xxxx Xxxxx Stockholders (if the Demanding Group is SBW), in all such cases pro rata among such Stockholders on the basis of the Registrable Shares their respective holdings of Common Stock on a Fully Diluted Basis, (iii) third, shares to be included in the Demand Registration, issued and sold by the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares and requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (Biv) secondfourth, all other securities the Registrable Securities requested to be included in such Demand Registration to by the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand RegistrationBy-Word Stockholders, pro rata among the respective Holders of such Registrable Shares requesting Stockholders on the basis of the total number their respective holdings of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderCommon Stock on a Fully Diluted Basis.

Priority on Demand Registrations. The Company shall not include If the managing underwriters in any Demand Registration any securities which are not Registrable Shares without pursuant to this Section 2 shall give written advice to the prior written consent Company and the Stockholders that, in their opinion, there is an Underwriters' Maximum Number of the Holders shares of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares Restricted Securities that would constitute at least 10% of the Registrable Shares to may successfully be included in such registration, then: (i) if the Demand Registration, except as set forth in the next sentence. If the Demand Registration Underwriters' Maximum Number is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion less than the number of Registrable Shares and, if permitted hereunder, other securities shares of Restricted Securities requested to be included in such Demand Registration registration, the Company will be obligated and required to include in such registration that number of shares of Restricted Securities which does not exceed the Underwriters' Maximum Number, and such number of shares of Stock shall be allocated pro rata among such Stockholders on the basis of the number of shares of Restricted Securities requested to be included therein by each such Stockholder; and (ii) if the Underwriters' Maximum Number exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success shares of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares Restricted Securities requested to be included in such registration, then the Demand Registration, including, if Company will be entitled to include in such registration that number of securities which shall have been requested by the Company to be included in such registration for the account of the Company and which shall not be greater than such excess. Neither the Company nor any of its security holders (other than the Stockholders) shall be entitled to include any securities other than Registrable Shares are in any underwritten Demand Registration unless the Company or such security holders (as the case may be) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the Restricted Securities to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company Boise Holdings shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 1075% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company Boise Holdings in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the BCC Registrable Shares requested to be included in the Demand RegistrationSecurities or FPH Registrable Securities, includingas applicable, if any securities other than Registrable Shares are to be included in such Demand Registrationinitially requesting registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall Boise Holdings will include in such Demand Registration registration only the number of Registrable Shares Securities which such underwriters advise in writing can be so sold in such manner and within such price range in the following order of priority: : (Ai) first, the BCC Registrable Shares Securities and the FPH Registrable Securities requested to be included in such Demand Registrationtherein, pro pro-rata among the respective Holders holders of such Registrable Shares Securities on the basis of the total number of Registrable Shares beneficially owned shares requested to be included by each such Holder, and holder; (Bii) second, all the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iii) third, any other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderregistration.

Priority on Demand Registrations. The In the case of any underwritten Demand Registration, if the managing underwriters shall give written advice to the Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of and the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested Securities to be included in such Demand Registration registration of an Underwriters’ Maximum Number, then: (i) the Company will be obligated and required to include in such registration that number of Investor Registrable Securities requested by the Investor Stockholders to be included in such registration which does not exceed the Underwriters’ Maximum Number, and such number of Investor Registrable Securities shall be allocated pro rata among the Holders of such Investor Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Investor Stockholder; (ii) if the Underwriters’ Maximum Number exceeds the number of Investor Registrable Shares and other securities, if any, which can Securities requested by the Investor Stockholders thereof to be sold included in such offering without significantly delaying or jeopardizing registration, the success Company will be obligated and required to include in such registration that number of Other Registrable Securities requested by the Other Stockholders to be included in such offeringregistration which does not cause the total number of Registrable Securities to exceed the Underwriters’ Maximum Number, including by selling at a price per share within a price range reasonably acceptable to and such number of Other Registrable Securities shall be allocated pro rata among the Holders of a majority such Other Registrable Securities on the basis of the number of Other Registrable Shares Securities requested to be included therein by each such Holder; (iii) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in the such Demand Registration, includingthen the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company to be included in such registration for the account of the Company and which shall not be greater than such excess, and (iv) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such Demand Registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons (other than the Holders of Registrable Securities as such) shall have requested be included in such registration and which shall not be greater than such excess. Neither the Company nor any of its stockholders (other than Holders of Registrable Securities) shall be entitled to include any securities other than in any underwritten Demand Registration unless the Company or such stockholders (as the case may be) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the Registrable Shares are Securities to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Requesting Holders of holding a majority of Registrable Securities, provided that the Registrable Shares requested to be registered on Company may include in such Demand Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% securities of the Registrable Shares Company for sale for its own account, subject to be included the priority provision described below. Except in the case of a Company Demand Registration, except as set forth in the next sentence. If if the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company and applicable Requesting Holders in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares Securities requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include reduce the number of Registrable Securities in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority(a “Demand Cutback”) as follows: (Ai) first, the securities the Company proposes to sell, (ii) then second, the remaining Demand Cutback shall apply to the Registrable Shares Securities requested by any Holders that are not Demand Holders to be included in the Demand Registration, pro rata among Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Holder and (iii) then third, the remaining Demand Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in such the Demand Registration, pro rata among the respective Demand Holders of such Registrable Shares Securities on the basis of the total number of Registrable Shares beneficially owned Securities requested to be included by each such Demand Holder. In the case of a Company Demand Registration, if the Demand Registration is an underwritten offering and (B) secondthe managing underwriters for such Demand Registration advise the Company and applicable Requesting Holders in writing that in their opinion the number of Registrable Securities and, all if permitted hereunder, other securities requested to be included in such Demand Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, Holders of a majority of the Registrable Shares Securities requested to be included in the Demand Registration, the Company shall reduce the number of Registrable Securities in such Demand Registration which can be so sold (a “Company Demand Cutback”) as follows: (i) first, the Demand Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders to be included in the Demand Registration, pro rata among Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Holder that is not a Demand Holder, (ii) then second, the remaining Company Demand Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Demand Registration, pro rata among the respective Demand Holders of such Registrable Shares Securities on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities Securities requested to be included in by each such Demand Registration Holder and (iii) then, third, the remaining Company Demand Cutback shall apply to securities the extent permitted hereunderCompany proposes to sell.

Priority on Demand Registrations. The Company shall not include in any Demand Registration that is an underwritten offering any securities which that are not Registrable Shares Securities without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentencemanaging underwriters. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand RegistrationSecurities initially requesting registration, the Company shall include in such Demand Registration registration prior to the number inclusion of any securities which are not Registrable Shares which can be so sold in Securities: (i) In the following order case of priority: Long-Form Registrations, (Ai) first, the number of Investor Registrable Shares Securities requested to be included which, in the opinion of such Demand Registrationunderwriters, can be sold without adversely affecting the marketability of the offering in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially Securities owned by each such Holder, holder and (Bii) second, if all other securities Investor Registrable Securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyare included, the order priority shall be as follows: number of Other Registrable Securities (1defined below) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included which, in such Demand Registrationthe opinion of the underwriters, can be sold without adversely affecting the marketability of the offering in an offering, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Other Registrable Shares beneficially Securities owned by each such Holderholder. (ii) In the case of Short-Form Registrations, and (3) third, all other securities the number of Registrable Securities held by Major Holders requested to be included which, in the opinion of such underwriters, can be sold without adversely affecting the marketability of the offering in an orderly manner within the price range of such offering, pro rata among the respective Major Holders thereof on the basis of the amount of Registrable Securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their share of the Registration to the extent permitted hereunderExpenses as provided in Section 4 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 1075% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing adversely affecting the success marketability of such offering, the offering (including by selling at a price per share within a the price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares Securities initially requesting registration), the Company will include in such registration (i) first, the number of Registrable Securities requested to be included in such registration which in the Demand Registration, including, if any securities other than Registrable Shares are to opinion of such underwriters can be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% sold without adversely affecting the marketability of the Registrable Shares to be included in offering (including the Demand Registrationacceptable price range), pro rata among the Company shall include in such Demand Registration respective holders thereof on the basis of the number of Registrable Shares which can be so sold in the following order of priority: Securities owned by each such holder and (Aii) firstsecond, the Registrable Shares other securities requested to be included in such Demand Registration, pro rata among the respective Holders holders of such Registrable Shares securities on the basis of the total number of Registrable Shares beneficially such securities owned by each such Holderholder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 5 hereof. Notwithstanding anything in this Section 1(d) to the contrary, and (B) secondin the event that the IPO is a Demand Registration, all other securities requested to EBG Investor Registrable Securities shall be included in such Demand Registration prior to the extent permitted hereunderinclusion of any other Registrable Securities until the aggregate gross proceeds (i.e., before underwriters’ discounts or commissions) to the holders of EBG Investor Registrable Securities from sales pursuant to such Demand Registration equal $300,000,000 and thereafter the priority among holders of Registrable Securities in such IPO shall be determined in accordance with this Section 1(d); provided however that with respect to in the Initial event the IPO is a Demand Registration onlymade on or after a date that is 24 months after the Trigger Date, the order priority Registrable Securities shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration in accordance with this Section 1(d) without regard to the extent permitted hereunderthis sentence.

Priority on Demand Registrations. The Company shall not include If the managing underwriters in any Demand Registration any securities which are not Registrable Shares without shall give written advice to the prior written consent of Company and the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested Securities to be included in such Demand Registration registration of an Underwriters' Maximum Number, then: (i) the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities shall be allocated pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (ii) if the Underwriters' Maximum Number exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including Securities requested by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested thereof to be included in such registration, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company to be included in such registration for the account of the Company and which shall not be greater than such excess; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such Demand RegistrationRegistration and the number of securities which the Company proposes to offer and sell for its own account in such registration, including, if then the Company may include in such registration that number of other securities which persons (other than the Holders as such) shall have requested be included in such registration and which shall not be greater than such excess. Neither the Company nor any of its securityholders (other than Holders of Registrable Securities) shall be entitled to include any securities other than in any underwritten Demand Registration unless the Company or such securityholders (as the case may be) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the Registrable Shares are Securities to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of If the Holders of a majority of the Registrable Shares requested Securities to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the a Demand Registration is an underwritten so elect, the offering and the managing underwriters for of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities Securities requested to be included in such Demand Registration exceeds the number of Registrable Shares offering is sufficiently large to materially and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing adversely affect the success of such offering, including by selling at a price per share within a price range reasonably acceptable to then (i) the Holders of a majority of the Registrable Shares requested Securities shall be entitled to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include participate in such Demand Registration (PRO RATA on the number basis of the amount of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned registration by each such Holder, ) first; and (Bii) secondthe Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, all other if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities requested than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration to the extent permitted hereunder; provided however that under this section with respect to Registrable Securities for the Initial number of shares so excluded (but in no event shall such additional Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderfor less than 250,000 shares).

Priority on Demand Registrations. The Company shall not include in With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities which are to be sold for the account of any Person (including Lionsgate) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of Lionsgate and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and Lionsgate in writing (or, in the case of a Demand Registration not Registrable Shares without being underwritten, the prior written consent Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares Securities proposed to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise by the Company in writing that in their opinion Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of Lionsgate or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Shares and, if permitted hereunder, other securities Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration exceeds by (ii) the aggregate number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Securities that all Requesting Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration; provided, pro rata among the respective Holders however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Shares on the basis Securities of the total class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of Registrable Shares beneficially owned by each the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such Holderregistration, if any, and (Bb) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority withdrawal or reduction shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderirrevocable.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of (i) If a majority of the Registrable Shares requested registration pursuant to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is Section 1(a) involves an underwritten public offering and the managing underwriters for such Demand Registration advise the Company or lead underwriter advises NationsRent in writing writing, with a copy to each Holder requesting registration, that in their its opinion the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration registration (including securities to be sold by NationsRent or by other persons who are not Holders of Registrable Securities) exceeds the number of Registrable Shares and other securities, if any, securities which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority (by number of shares) of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares Securities that are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registrationregistration and the holders of a majority (by number of shares) of the Series A Registrable Securities that are requested to be included in such registration, if any, pursuant to the piggyback rights contained in Section 2(a) of the Series A Registration Rights Agreement, without adversely affecting the marketability of the offering, NationsRent shall include in such registration prior to the inclusion of any other securities the number of Registrable Securities that are requested to be included, and the number of Series A Registrable Securities that are requested to be included pursuant to the piggyback rights contained in Section 2(a) of the Series A Registration Rights Agreement, 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 of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially owned Securities or Series A Registrable Securities requested by each such Holderholder to be included in such offering. (ii) If a requested registration pursuant to Section 1(a) of the Series A Registration Rights Agreement involves an underwritten public offering and the managing or lead underwriter advises NationsRent in writing, and with a copy (Bat the address set forth in the Series A Registration Rights Agreement) secondto each holder of Series A Registrable Securities requesting registration, all other that in its opinion the number of securities requested to be included in such Demand Registration registration (including securities to be sold by NationsRent or by other persons who are not holders of Series A Registrable Securities) exceeds the number of securities which can be sold in an orderly manner in such offering within a price range acceptable to the extent permitted hereunder; provided however holders of a majority (by number of shares) of the Series A Registrable Securities that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares are requested to be included in such Demand Registrationregistration and the Holders of a majority (by number of shares) of the Registrable Securities that are requested to be included in such registration, if any, pursuant to the piggyback rights contained in Section 2(a) of this Agreement, without adversely affecting the marketability of the offering, NationsRent shall include in such registration prior to the inclusion of any other securities the number of Series A Registrable Securities that are requested to be included and the number of Registrable Securities that are requested to be included pursuant to the piggyback rights contained in Section 2(a) of this Agreement, 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 of such Registrable Shares holders thereof on the basis of the total number amount of Series A Registrable Shares beneficially owned Securities or Registrable Securities requested by each such Holder, and (3) third, all other securities requested holder to be included in such Demand Registration to the extent permitted hereunderoffering.

Priority on Demand Registrations. The No securities to be sold for the account of any Person (including the Company and including any other holder of capital stock of the Company) other than Requesting Holders shall not include be included in any a Demand Registration any unless (i) the managing underwriter or underwriters shall advise the Company or the Requesting Holders in writing that the inclusion of such securities which are will not Registrable Shares without materially and adversely affect the prior written consent price or success of the offering (a "MATERIAL ADVERSE EFFECT") and (ii) the Holders of not less than a majority of the Registrable Shares requested held by the Holders to be registered on covered by such Registration Statement and each Principal Stockholder who has requested registration (by numbers of shares of Common Stock of the Company represented by such Registrable Shares on an as-if-converted basis) shall have consented in writing to the inclusion of such other securities; PROVIDED, HOWEVER, that would constitute at least 10such consent required by clause (ii) shall not be required with respect to the inclusion of securities for the account of members of the Company's management representing up to 33% of the Registrable Shares total dollar value of securities to be included in the Demand RegistrationRegistration (the "MANAGEMENT HOLDERS"). Furthermore, except as set forth and subject to the immediately preceding sentence, in the next sentence. If the Demand Registration is an underwritten offering and event the managing underwriter or underwriters for such Demand Registration shall advise the Company in writing or the Requesting Holders that in their opinion even after exclusion of all securities of other Persons (other than the number Management Holders) pursuant to the immediately preceding sentence, the amount of Registrable Shares and, if permitted hereunder, other securities requested proposed to be included in such Demand Registration exceeds the number of Registrable Shares and other securitiesby Requesting Holders is sufficiently large to cause a Material Adverse Effect, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are of Requesting Holders and Management Holders to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% Registration shall be allocated pro rata among the Requesting Holders and Management Holders on the basis of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned Registration by each such Requesting Holder and Management Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall will not include in any Demand Long Form Registration or Short Form Registration any securities (other than Company Registrable Securities) which are not Registrable Shares Securities without the prior written consent of the Holders holders of at least a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the Demand a Long Form Registration or a Short Form Registration is an underwritten offering and the managing underwriters for advise the Company in writing that in their good faith opinion the inclusion of any other securities in the offering would adversely affect the marketability of the offering, then such Demand Registration other securities shall not be permitted to be included. Additionally, if in connection with such an offering, the managing underwriters advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in such offering therein without significantly delaying or jeopardizing adversely affecting the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority marketability of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall will include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: registration (Ai) first, the Registrable Shares Securities requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holderregistration, and (Bii) secondsecond (x) if no Company Registrable Securities are requested to be included in such registration, all the other securities requested to be included in such Demand Registration to registration pro rata among the extent permitted hereunder; provided however that with respect to holders of such other securities based on the Initial Demand Registration onlynumber of shares of such other securities owned by each such holder, the order priority shall be as follows: and (1y) first, the securities the if Company proposed to sell; (2) second, the Registrable Shares Securities are requested to be included in such Demand Registrationregistration, pro rata among the respective Holders number of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities and Company Registrable Securities requested to be included in such registration pro rata among Company Registrable Securities and the holders of such other securities based on the number of shares of such other securities and Company Registrable Securities requested to be included therein. Any Persons other than holders of Registrable Securities who participate in Demand Registrations must pay their share of the Registration to the extent permitted hereunderExpenses incurred in connection therewith.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any No securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% sold for the account of any Person (including the Registrable Shares to Company) other than a Requesting Holder shall be included in the Demand Registration, except as set forth in the next sentence. If the a Demand Registration is an underwritten offering and if the managing underwriters Underwriter or Underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will materially and adversely affect the price or success of the offering (a "Material Adverse Effect"); PROVIDED, HOWEVER, that for purposes of the foregoing, with respect to a Demand Request made by an Investor Group Demand Holder, all other Investor Group Holders who desire to participate in such Demand Registration advise the Company in writing that in their opinion shall be deemed to be Requesting Holders for all purposes other than determining the number of Demand Requests made by such Investor Group Holders and with respect to a Demand Request made by an EES Group Demand Holder, all other EES Group Holders who desire to participate in such Demand Registration shall be deemed to be Requesting Holders for all purposes other than determining the number of Demand Requests made by such EES Group Holders. Furthermore, in the event the managing Underwriter or Underwriters shall advise the Requesting Holders that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Shares and, if permitted hereunder, other securities requested Securities proposed to be included in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at Requesting Holders is sufficiently large to cause a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) firstMaterial Adverse Effect, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Securities of Requesting Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, allocated PRO RATA among the securities Requesting Holders on the Company proposed to sell; (2) second, basis of the Registrable Shares number of shares of Common Stock requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned registration by each such Requesting Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration or Shelf Offering, any securities which that are not Registrable Shares Securities without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement MDP and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceBlueapple. If the a Demand Registration or Shelf Offering is an underwritten offering and the managing underwriters for such Demand Registration advise underwriter(s) or broker-dealer(s) advises MDP or the Company in writing Company, as applicable, that in their its opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the maximum number of Registrable Shares Securities and other securities, if any, which can be sold in such offering therein without significantly delaying adversely affecting the price, timing or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority distribution of the Registrable Shares requested to be included in offering (such maximum number, the Demand Registration“Maximum Offering Amount”), including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, then the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priorityregistration: (Aa) first, the Registrable Shares requested to Securities that can be included in such Demand Registrationsold without exceeding the Maximum Offering Amount, pro rata among the respective Holders of such Registrable Shares based on the basis of the total number of Registrable Shares beneficially owned Securities held by each such HolderStockholder, the Call Option Holder or by Blueapple, and (Bb) second, all to the extent that the Maximum Offering Amount has not been reached, any other securities requested to be included in such Demand Registration to or Shelf Offering that can be sold without exceeding the extent permitted hereunderMaximum Offering Amount; provided however that with respect to if such managing underwriter(s) or broker-dealer(s) provide written notice advising in good faith, based upon the Initial Demand Registration onlythen prevailing market precedent and public investor expectations, that participation in the order priority shall offering by any Management Stockholder would materially and adversely affect the marketability of such offering, then Registrable Securities held by one or more Management Stockholders may be as follows: excluded (1in whole or in part) firstfrom such offering, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in even if such Demand Registration, exclusion would not treat such Management Stockholder on a pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderbasis.

Priority on Demand Registrations. The Company shall not include in With respect to any offering of Registrable Securities pursuant to a Demand Registration in the form of an underwritten offering, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders and Joining Holders shall be included in a Demand Registration unless the managing underwriter advises the Requesting Holders in writing that the inclusion of such securities which are will not Registrable Shares without adversely affect the prior written consent price or success of the offering (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing that the amount of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares Securities proposed to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise by Requesting Holders and Joining Holders is sufficiently large (even after exclusion of all securities of any other Person pursuant to the Company in writing that in their opinion immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Shares and, if permitted hereunder, other securities Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders and Joining Holders pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be included in such Demand Registration exceeds bears to the total number of Registrable Shares Securities that all Requesting Holders and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Joining Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration; provided that if, pro rata among the respective Holders as a result of such pro-ration, any Requesting Holder or Joining Holder shall not be entitled to include in a registration all Registrable Shares on the basis Securities of the total number of Registrable Shares beneficially owned by each class that such Holder, and (B) second, all other securities Holder had requested to be included included, such Holder may elect to withdraw its request to include such Registrable Securities in such Demand Registration registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the extent permitted hereunder; provided however that earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to the Initial Demand Registration only, the order priority such registration and (b) such withdrawal or reduction shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderirrevocable.

Priority on Demand Registrations. (a) The Company shall will not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders Required Sofedit Stockholders (if the Required Sofedit Stockholders have requested such Demand Registration), the Required Sofedit Institutional Stockholders (if the Required Sofedit Institutional Stockholders have requested such Demand Registration), the Required CVC Stockholders (if the Required CVC Stockholders have requested such Demand Registration) or the Required Institutional Stockholders (if the Required Institutional Stockholders have requested such Demand Registration). (b) If the Requesting Investors and other holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Securities request Registrable Shares that would constitute at least 10% of the Registrable Shares Securities to be included in the Demand Registration, except as set forth in the next sentence. If the a Demand Registration that is an underwritten 8 11 offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities Securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which Securities that can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in Requesting Investors who have made such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of then the Registrable Shares Company will include any securities to be included in the Demand Registration, the Company shall include sold in such Demand Registration the number of Registrable Shares which can be so sold in the following order of and priority: : (A) (i) first, the Registrable Shares Securities owned by the Requesting Investors that have requested such registration, provided, that if the managing underwriters determine in good faith that a lower number of Registrable Securities should be included, then only that lower number of Registrable Securities requested to be included by the Requesting Investors shall be included in such Demand Registrationregistration, and the Requesting Investors shall participate in the registration pro rata based upon their total ownership, on a fully diluted basis, of Registrable Securities, (ii) second, the number of Registrable Securities requested to be included by other Stockholders (whether requested pursuant to this Agreement or the Original Registration Rights Agreement), which, in the opinion of such underwriters, can be sold, pro rata among the respective Holders holders based upon their total ownership, on a fully diluted basis, of such Registrable Shares on Securities and provided, further, that if the basis of the total managing underwriters determine in good faith that a lower number of Registrable Shares beneficially Securities held by Management Stockholders (as defined herein and as defined in the Original Registration Rights Agreement) and/or Additional Stockholders (as defined herein and as defined in the Original Registration Rights Agreement) than such pro rata portion should be included, then such lower number shall be included and, as a result thereof, a greater number of Registrable Securities owned by each such Holder, and the other Stockholders may be sold; (Biii) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) firstthird, the securities the Company proposed proposes to sell; sell and (2iv) secondfourth, the any securities other than Registrable Shares requested Securities to be sold by Persons other than the Company included pursuant to Section 2.5(a) hereof. (B) Any Person other than Stockholders including any securities in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis registration pursuant to Article II hereof must pay its share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderArticle VI hereof.

Priority on Demand Registrations. The Company Corporation shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on Securities initially requesting such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceregistration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company Corporation in writing that that, in their opinion opinion, the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing within the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in Securities initially requesting such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationregistration, the Company shall Corporation will include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: registration, (Ai) first, the Registrable Shares Securities requested to be included in such Demand Registrationregistration that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective Holders holders of such Registrable Shares securities on the basis of the total number of Registrable Shares beneficially shares of such securities owned by each such Holderholder, and (Bii) second, all other securities the Investor Securities requested to be included in such Demand Registration registration by the Investor Stockholders pursuant to the extent permitted hereunder; provided however that with respect to Investor Rights Agreement that, in the Initial Demand Registration onlyopinion of such underwriters, the order priority shall can be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included sold in an orderly manner within such Demand Registrationprice range, pro rata among the respective Holders holders of such Registrable Shares securities on the basis of the total number of Registrable Shares beneficially shares of such securities owned by each such Holderholder, and (3iii) third, all other securities requested (and permitted) to be included in such Demand Registration to registration, if any, that, in the extent permitted hereunderopinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in In any Demand Registration any pursuant to Section 3(a), the securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested included shall be limited to (x) a number of Registrable Shares that would constitute at least 10Securities not exceeding 74.25% of the Registrable Shares Secondary Offering Size to be included sold by Onex Holders and (y) a number of Registrable Securities not exceeding 25.75% of the Secondary Offering Size to be sold by Greystone Holders; provided, however, that if the non-Initiating Holder declines to sell its maximum allocation in such Demand Registration pursuant to the limitations set forth in this Section 3, then such unused allotment shall be allocated (i) first, to Registrable Securities held by the Initiating Holder and (ii) second, if the Initiating Holder declines to sell an amount of Registrable Securities equal to the unused allotment, to shares of Common Stock to be issued by the Company if it, in its sole discretion, determines to sell such shares (such amount not to exceed the remaining amount of such unused allotment). The Initiating Holder may, by written notice to the Company (which shall provide such notice to all Holders that have elected to participate in such Demand Registration) at least five (5) Business Days prior to the filing of the first preliminary prospectus to be used for distribution in respect of such Demand Registration Statement, change the Secondary Offering Size; provided, that no such notice shall be required to be given with respect to an increase of the Secondary Offering Size resulting from the exercise of any over-allotment option in respect of such Demand Registration, except as or with respect to any other upward or downward change of less than twenty percent (20%) with respect to the overall Secondary Offering Size (such overall Secondary Offering Size to include the amount of any over-allotment option that could be exercised in connection therewith). Following the receipt of such written notice, the non-Initiating Holder shall then have two (2) Business Days to provide written notice to the Company stating that it will (i) withdraw from such offering if it previously indicated it would participate or (ii) if it had previously elected not to participate in such Demand Registration, participate and provide the number of Registrable Securities it will sell, subject to the limitations set forth in the next sentencethis Section 3. If the a Demand Registration is pursuant to Section 3 involves an underwritten offering and the managing underwriters for such Demand Registration underwriter shall advise the Company in writing that in their its opinion the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration registration exceeds the number of Registrable Shares and other securities, if any, which that can be sold in such offering without significantly delaying or jeopardizing the success of having an adverse effect on such offering, including by selling the price at a price per share within a price range reasonably acceptable which such securities can be sold, then, subject to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationpreceding sentence, the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to Registrable Securities requested by the Holders to be included in such registration and (ii) second, among all shares of Common Stock requested to be included in such registration by any other Persons (including securities to be sold for the account of the Company) allocated among such Persons in such manner as they may agree; provided, however, if such underwriter determines that the Registrable Securities requested by the Holders to be included in such registration pursuant to the first three sentences of this Section 3(c) exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Registrable Securities that are included in such offering shall be (x) in the case of a Demand Registration under Section 3(b)(i), apportioned 74.25% to the Onex Holders and 25.75% to the Greystone Holders (but not in excess of the number of Registrable Shares which can be so sold in Securities that the following order of priority: (A) firstOnex Holders and Greystone Holders, the Registrable Shares respectively, have requested to be included in such Demand Registration), and further apportioned among the Onex Holders, on the one hand, and the Greystone Holders, on the other hand, on a pro rata among basis in accordance with the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned Securities held by each such Onex Holder and Greystone Holder, as applicable; or (y) in the case of a Demand Registration under Section 3(b)(ii), apportioned among the Onex Holders, on the one hand, and (B) secondthe Greystone Holders, on the other hand, on a pro rata basis in accordance with the number of Registrable Securities held by each such Onex Holder and Greystone Holder, as applicable, and further apportioned in such other proportions as shall mutually be agreed to by all other securities requested such selling Holders; provided, however, that in the event that the Greystone Holders make the first request of a Demand Registration pursuant to be Section 3(a)(i), then in the case of the first Demand Registration under Section 3(b)(ii), the Registrable Securities that are included in such Demand Registration offering shall be apportioned 50.0% to the extent permitted hereunder; provided however that with respect Onex Holders and 50.0% to the Initial Demand Registration only, Greystone Holders (but not in excess of the order priority shall be as follows: (1) first, number of Registrable Securities that the securities the Company proposed to sell; (2) second, the Registrable Shares Onex Holders have requested to be included in such Demand Registration), and further apportioned among the Onex Holders, on the one hand, and the Greystone Holders, on the other hand, on a pro rata among basis in accordance with the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned Securities held by each such Onex Holder and Greystone Holder, and (3) thirdas applicable. To facilitate the allocation of shares in accordance with the above provisions, all other securities requested the Company or the underwriters may round the number of shares allocated to be included in such Demand Registration any Holder to the extent permitted hereundernearest 100 shares.

Priority on Demand Registrations. The Company shall not include If the managing underwriters in any Demand Registration any securities which are not Registrable Shares without pursuant to this Section 2 shall give written advice to the prior written consent Company and the Stockholders that, in their opinion, there is an Underwriters' Maximum Number of shares of Restricted Securities that may successfully be included in such registration, then: (i) if the Holders Underwriters' Maximum Number is less than the number of a majority shares of the Registrable Shares Restricted Securities requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationsuch registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company will be obligated and required to include in writing such registration that in their opinion number of shares of Restricted Securities which does not exceed the Underwriters' Maximum Number, and such number of shares of Stock shall be allocated pro rata among such Stockholders on the basis of the number of Registrable Shares andshares of Restricted Securities requested to be included therein by each such Stockholder; and (ii) if the Underwriters' Maximum Number exceeds the number of shares of Restricted Securities requested to be included in such registration, if permitted hereunder, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company to be included in such registration for the account of the Company and which shall not be greater than such excess. Neither the Company nor any of its security holders (other than the Stockholders) shall be entitled to include any securities requested in any underwritten Demand Registration unless (i) the holders of sixty-six and two thirds percent (66 2/3%) of the Restricted Securities to be included in such Demand Registration exceeds by the number of Registrable Shares Stockholders consent in writing to such inclusion and other securities, if any, which can be sold (ii) the Company or such security holders (as the case may be) shall have agreed in writing to sell such offering without significantly delaying or jeopardizing securities on the success of such offering, including by selling at a price per share within a price range reasonably acceptable same terms and conditions as shall apply to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are Restricted Securities to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include If the managing underwriters in any underwritten Demand Registration any securities which are not Registrable Shares without shall give written advice to the prior written consent of Company and the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested Securities to be included in such Demand Registration registration of an Underwriters' Maximum Number, then: (i) the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities shall be allocated pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (ii) if the Underwriters' Maximum Number exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including Securities requested by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested thereof to be included in such registration, then the Demand Registration, including, if Company may include in such registration that number of other securities which the Company and/or persons (other than the Holders as such) shall have requested be included in such registration as shall be determined by the Company in its sole discretion and which shall not be greater than such excess. Neither the Company nor any of its stockholders (other than Holders of Registrable Securities) shall be entitled to include any securities other than in any underwritten Demand Registration unless the Company or such stockholders (as the case may be) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the Registrable Shares are Securities to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any No securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% sold for the account of any Person (including the Registrable Shares to Company) other than a Requesting Holder shall be included in the Demand Registration, except as set forth in the next sentence. If the a Demand Registration is an underwritten offering and unless the managing underwriter or underwriters for such Demand Registration shall advise the Company or the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price or completion of the offering (a "Material Adverse Effect"). Furthermore, in their opinion the number event the managing underwriter or underwriters shall advise the Company or the Requesting Holders that the amount of Registrable Shares and, if permitted hereunder, other securities requested Securities proposed to be included in such Demand Registration exceeds by the Requesting Holders is sufficiently large to cause a Material Adverse Effect (whether or not a Person other than a Requesting Holder has requested registration), the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of Registrable Shares and other securities, if any, shares which the Company is so advised can be sold in such offering without significantly delaying or jeopardizing the success of a Material Adverse Effect and such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to shares shall be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, allocated pro rata among the respective Requesting Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned Securities in each class Beneficially Owned by each such Requesting Holder. No Holder may participate in any registration statement hereunder unless such Holder (x) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder's ownership of his or its Registrable Securities to be sold or Transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder's power and authority to effect such Transfer, and (Biii) second, all other such matters pertaining to compliance with federal and state securities requested to laws as may be included in such Demand Registration to the extent permitted hereunderreasonably requested; provided however further, however, that with respect the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, and the Initial Demand Registration onlyliability of each such Holder will be in proportion to, and provided further that such liability will be limited to, the order priority shall be as follows: (1) first, net amount received by such Holder from the securities the Company proposed sale of his or its Registrable Securities pursuant to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderregistration.

Priority on Demand Registrations. (a) The Company shall will not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders Required Institutional Stockholders (if the Required Institutional Stockholders have requested such Demand Registration) or the Required MascoTech Stockholders (if the Required MascoTech Stockholders have requested such Demand Registration). (b) If the Requesting Investors and other holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Securities request Registrable Shares that would constitute at least 10% of the Registrable Shares Securities to be included in the Demand Registration, except as set forth in the next sentence. If the a Demand Registration which is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities Securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, Securities which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of Required Institutional Stockholders (if the Registrable Shares Required Institutional Stockholders have requested to be included in the Demand Registration, including, ) or the Required MascoTech Stockholders (if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has the Required MascoTech Stockholders have requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration), the Company shall will include any securities to be sold in 10 Registration Rights Agreement such Demand Registration the number of Registrable Shares which can be so sold in the following order of priorityorder: (Ai) first, the Registrable Shares Securities owned by the Requesting Investors; (ii) second, the Registrable Securities requested to be included in such Demand Registrationregistration by other Stockholders, pro rata among provided, that if the respective Holders of such Registrable Shares on the basis of the total managing underwriters determine in good faith that a lower number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities Securities requested to be included by other Stockholders should be included, then only that lower number of Registrable Securities requested to be included by other Stockholders shall be included in such Demand Registration to registration, and such other Stockholders shall participate in the extent permitted hereunder; provided however registration pro rata based upon their total ownership, on a Fully Diluted Basis, of Registrable Securities, provided, further, that with respect to if the Initial Demand Registration onlymanaging underwriters determine in good faith that a lower number of Registrable Securities held by Management Stockholders and/or Additional Management Stockholders than such pro rata portion should be included, the order priority then such lower number shall be included and, as follows: a result thereof, a greater number of Registrable Securities owned by the other Stockholders may be sold; (1iii) firstthird, the securities the Company proposed proposes to sell; sell and (2iv) secondfourth, the any securities other than Registrable Shares requested Securities to be sold by persons other than the Company included pursuant to Section 2.5(a) hereof. Any Person other than Stockholders including any securities in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis registration pursuant to Article II hereof must pay its share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderArticle VI hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are Securities to be included in such Demand Registrationregistration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% without adversely affecting the marketability or valuation of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: registration (Ai) first, the Registrable Shares Securities of the holders exercising one of their Demand Registration Rights and the number of Investor Registrable Securities not subject to an exercised Demand Registration Right requested to be included in such registration, (ii) second, the number of Warrant Registrable Securities not subject to an exercised Demand RegistrationRegistration Right requested to be included in such registration which, in the opinion of such underwriters can be sold without adverse effect, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number of Registrable Shares beneficially Securities owned by each such Holderholder, and (Biii) secondthird, all other securities the number of Executive Registrable Securities requested to be included in such Demand Registration to registration which in the extent permitted hereunder; provided however that with respect to opinion of such underwriters can be sold without adverse effect, pro rata among the Initial Demand Registration onlyrespective holders thereof on the basis of the number of Registrable Securities owned by each such holder, (iv) fourth, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the number of Other Stockholder Registrable Shares Securities requested to be included in such Demand Registrationregistration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the respective Holders holders of such Registrable Shares securities on the basis of the total number of Registrable Shares beneficially such securities owned by each such Holder, holder and (3v) thirdfifth, all securities other securities than Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company's expense must pay their share of the Registration Expenses as provided in Section 5 hereof., unless the Company and the holders of a majority of the Registrable Securities included in such registration consent to the extent permitted hereunderCompany's payment of such Registration Expenses.

Priority on Demand Registrations. The Company (a) Subject to Section 4.1(g), prior to the Cut-off Date, no securities to be sold for the account of any Person (including the Company) other than a Holder shall not include be included in any a Demand Registration any securities which are not Registrable Shares without pursuant to Section 4.1 if, in the prior written consent case that such registration is to be an Underwritten Registration, the managing underwriter of the Underwritten Offering relating thereto advises the Demanding Holders (or, in the case that such registration is not to be an Underwritten Registration, the Demanding Holders requesting registration determine in good faith) that the total amount of a majority of the Registrable Shares Securities requested to be registered on registered, together with such Registration Statement other securities that the Company and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% any Other Stockholders propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such offering, then the Company shall include in such registration all Registrable Securities requested to be included therein, up to the full amount that, in the view of such managing underwriter or such Demanding Holders requesting registration, as the case may be, can be sold without adversely affecting the success of such offering, before including any securities of any Person (including the Company) other than the Demanding Holders and the other Holders. Subject to Section 4.1(g), if the number of shares to be included in an offering is less than the aggregate number of Qualified Registrable Securities requested by Demanding Holders and the other Holders to be included therein, then the Registrable Securities to be included in such offering shall be allocated pro rata among such Demanding Holders and the other Holders on the basis of the number of Qualified Registrable Securities requested by Demanding Holders and the other Holders to be included therein. (b) From and after the Cut-off Date, no securities to be sold for the account of any Person (including the Company) other than a Holder or the Trust shall be included in a Demand Registration for an Underwritten Offering pursuant to Section 4.1 hereof or Section 4.1 of the Trust Agreement if the managing underwriter of the Underwritten Offering relating thereto advises the Demanding Holders or the Trust that the total amount of Registrable Securities and other securities requested to be registered, together with such other securities that the Company and any Other Stockholders propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such offering, then the Company shall include in such registration Registrable Securities requested to be included therein and other securities requested to be included therein of Other Stockholders, including the Trust, subject to the provisions of this Section 4.4(b), up to the full amount (such amount the “Capacity”) that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the securities included in such offering. If the number of shares to be included in an offering is less than the aggregate number of Qualified Registrable Securities requested by Demanding Holders, the other Holders and the Trust to be included therein, then the shares of New Common Stock to be included in such offering shall be allocated among such Demanding Holders, the other Holders and the Trust as follows: (i) if such Demand Registration is an Exclusive Trust Registration, the Company shall include in such registration: (1) first, all Trust Shares of the Trust requested to be included therein by the Trust; (2) second, Registrable Securities allocated pro rata among the Holders participating in such Exclusive Trust Registration, on the basis of the number of Qualified Registrable Securities requested to be included therein by each such Holder; (3) third, up to the full amount of any other Registrable Securities held by any Holders allocated pro rata among the Holders participating in such Exclusive Trust Registration, on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the Demand RegistrationExclusive Trust Registration by the Company; and (5) fifth, except as set forth up to the full amount of securities requested to be included in such Exclusive Trust Registration by the Other Stockholders in accordance with the priorities, if any, then existing among the Company and the Other Stockholders so that the total amount of securities to be included in such Exclusive Trust Registration is the full amount that, in the next sentence. If view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the securities proposed to be included in such registration, provided, that the Holders shall be allowed to include a minimum number of shares of New Common Stock in the Exclusive Trust Registration equal to the lesser of (x) 25% of the Capacity of the Exclusive Trust Registration and (y) the number of shares of Qualified Registrable Securities they request to include in such Exclusive Trust Registration;. (ii) if such Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise Exclusive Holder Registration, the Company shall include in writing that such registration: (1) first, all Registrable Securities allocated pro rata among the Holders participating in their opinion such Exclusive Holder Registration, on the basis of the number of Qualified Registrable Securities requested to be included therein by each such Holder; (2) second, all Trust Shares of the Trust requested to be included therein by the Trust; (3) third, up to the full amount of any other Registrable Securities held by any Holders allocated pro rata among the Holders participating in such Exclusive Holder Registration, on the basis of the number of Registrable Shares andSecurities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the Exclusive Holder Registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Exclusive Trust Registration by the Other Stockholders in accordance with the priorities, if permitted hereunderany, then existing among the Company and the Other Stockholders so that the total amount of securities to be included in such Exclusive Holder Registration is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the securities proposed to be included in such registration; provided that the Trust shall be allowed to include in the Exclusive Holder Registration a minimum number of shares of New Common Stock equal to the lesser of (x) 25% of the Capacity of the Exclusive Holder Registration and (y) the number of shares of New Common Stock the Trust requests to include in such Exclusive Holder Registration. Notwithstanding the foregoing, if the Trust does not, on the date that the Holders request an Exclusive Holder Registration, have at least $75 million of Trust Shares, this Section 4.4(b)(ii) shall not apply. (iii) subject to Section 4.1(g), if such Demand Registration for an Underwritten Offering is requested by any Holder or the Trust and is not an Exclusive Trust Registration or an Exclusive Holder Registration, the Company shall include in such registration: (1) first, all shares of New Common Stock of the Trust and the Holders requested to be included therein, allocated on a Pro Rata Basis (as defined below), provided, that the Trust shall be allowed to include in such registration a minimum number of Trust Shares equal to the lesser of (x) 25% of the Capacity of such registration and the (ii) number of shares it requests to include in such registration; (2) second, all Non-Qualified Securities of the Holders requested to be included therein, allocated pro rata among the Holders participating in such Demand Registration, on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (3) third, up to the full amount of any other Registrable Securities held by any Holders allocated pro rata among the Holders participating in such Demand Registration, on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Demand Registration exceeds by the number of Registrable Shares and other securitiesOther Stockholders in accordance with the priorities, if any, which can be sold in such offering without significantly delaying or jeopardizing then existing among the success Company and the Other Stockholders so that the total amount of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registrationregistration is the full amount that, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested securities proposed to be included in such Demand Registration, registration. The term “Pro Rata Basis” shall mean a pro rata allocation among the respective Trust and the Holders of participating in such Registrable Shares registration, calculated on the basis of (1) the total number of Registrable Trust Shares beneficially owned by each the Trust requests to include in such Holder, registration and (B2) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyHolders participating in such registration, the order priority shall be as follows: (1) first, number of the securities Qualified Registrable Securities the Company proposed Holders request to sell; (2) second, the Registrable Shares requested to be included include in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderregistration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the holders of Registrable Shares requested to be included in Securities initially requesting registration, then: (i) if such Demand Registration is initiated by the Demand Registrationholders of the Series B Registrable Securities, includingeither as the Company’s initial public offering or within 365 days (or, if any securities other than Registrable Shares are the Company has postponed such a Demand Registration pursuant to be included in such Demand RegistrationSection 1(e), each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of then within 545 days) following the Registrable Shares to be included in the Demand RegistrationCompany’s initial public offering, then the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: registration (Ax) first, the number of Series B Registrable Shares Securities, (y) second, the number of other Registrable Securities and (z) third, any other securities which are not Registrable Securities, in each case, as requested to be included which in the opinion of such Demand Registrationunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number of Series B Registrable Shares beneficially Securities, other Registrable Securities or other securities as applicable, owned by each such Holderholder; and (ii) if such Demand Registration is other than as set forth in subsection (i) above, then the Company shall include in such registration (x) first, the number of Registrable Securities, and (By) second, all any other securities which are not Registrable Securities, in each case, as requested to be included which in the opinion of such Demand Registration to underwriters can be sold in an orderly manner within the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in price range of such Demand Registrationoffering, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number of Registrable Shares beneficially Securities or other securities, as applicable, owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderholder.

Priority on Demand Registrations. The Company shall not include in Notwithstanding any term of this Article 2 to the contrary, but only to the extent the Demand Registration only contemplates underwritten offerings, no securities to be sold for the account of any securities which are not Registrable Shares without the prior written consent person or entity (including any of the Companies) other than Requesting Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to or Joining Holders shall be included in a Demand Registration unless the Demand Registrationlead underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price per security to be offered in, except as set forth or success of, the offering (a "Material Adverse Effect"). Furthermore, in the next sentence. If event that the Demand Registration is lead underwriter or underwriters of such an underwritten offering and the managing underwriters for such Demand Registration shall advise the Company Requesting Holders in writing that in their opinion even after exclusion of all securities of the number other persons or entities pursuant to the immediately preceding sentence, the amount of Registrable Shares and, if permitted hereunder, other securities requested Securities proposed to be included in such Demand Registration exceeds by Requesting Holders and Joining Holders is sufficiently large to cause a Material Adverse Effect, the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number shares of Registrable Shares which can be so sold in Common Stock or the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number aggregate principal amount of Registrable Shares beneficially owned by each such HolderNotes, and (B) secondas the case may be, all other securities requested to be included in such Demand Registration shall be allocated among all Holders pro rata based on the ratio the number of shares of Registrable Common Stock or aggregate principal amount of Registrable Notes, as the case may be, each such Holder requests to be included bears to the extent permitted hereunder; provided however total number of shares of Registrable Common Stock or aggregate principal amount of Registrable Notes, as the case may be, of all Holders that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares have been requested to be included in such Demand Registrationregistration; provided, pro rata among the respective Holders however, that if, as a result of such pro-ration, any Holder shall not be entitled to include in a registration all Registrable Shares on the basis Securities of the total number of Registrable Shares beneficially owned by each class that such Holder, and (3) third, all other securities Holder has requested to be included included, such Holder may elect to withdraw its request to include such Registrable Securities in such Demand Registration registration or may reduce the number or principal amount, as the case may be, requested to be included; provided, further, that (x) such request must be made in writing prior to the extent permitted hereunderearlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. (i) The Company shall will not include in any Demand Long-Form Registration or Short-Form Registration any securities which are not Registrable Shares Securities (other than Company Registrable Securities) without the prior written consent of the Holders holders of at least a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registrationsuch registration. Subject to paragraph (ii) below, except as set forth in the next sentence. If the Demand if a Long-Form Registration or a Short-Form Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such offering without significantly delaying or jeopardizing registration (A) first, the success number of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares Securities requested to be included in the Demand Registration, includingsuch registration pro rata, if necessary, among the holders of Registrable Securities based on the number of units of Registrable Securities owned by each such holder, (B) second, any other securities of the Company requested to be included in such registration pro rata, if necessary, on the basis of the number of units of such other than securities owned by each such holder, and (C) third, if Company Registrable Shares Securities are to be included in such Demand Registrationregistration, each Principal Stockholder who has requested the number of Company Registrable Shares that would constitute at least 10% of the Registrable Shares Securities to be included in such registration is that number of Company Registrable Securities which is, after giving effect to the Demand Registrationforegoing clauses (A) and (B), required to attain the $20 million threshold offering amount set forth in Section 6(c). (ii) Notwithstanding the foregoing paragraph (i), upon the receipt of a written request from the holders of a majority of the PMI Registrable Securities, as provided in Section 2(a)(ii) above, the Company shall include in priority on such a Demand Registration the number of Registrable Shares which can shall be so sold in the following order of priority: (A) first, the number of Registrable Shares Securities requested to be included in such Demand Registrationregistration by the holders of PMI Registrable Securities, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all any other securities Registrable Securities requested to be included in such Demand Registration to registration pro rata, if necessary, among the extent permitted hereunder; provided however that with respect to holders of such other Registrable Securities based on the Initial Demand Registration onlynumber of units of Registrable Securities owned by each such holder, the order priority shall be as follows: (1C) firstthird, the any other securities of the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registrationregistration pro rata, pro rata among the respective Holders of such Registrable Shares if necessary, on the basis of the total number of Registrable Shares beneficially units of such other securities owned by each such Holderholder, and (3D) thirdfourth, all other securities requested if Company Registrable Securities are to be included in such Demand Registration registration, the number of Company Registrable Securities to be included in such registration is that number of Company Registrable Securities which is, after giving effect to the extent permitted hereunderforegoing clauses (A), (B) and (C), required to attain the $30 million threshold offering amount set forth in Section 2(a)(ii) above.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Piggyback Registration is an -------------------------------- underwritten offering registration pursuant to a demand for registration by other holders of shares of Common Stock and the managing underwriters for such Demand Registration advise the Company Corporation in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities shares of Common Stock requested to be included in such Demand Registration registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling marketed (a) at a price per share within a price range reasonably acceptable related to the Holders then-current market value per share of a majority the Common Stock, and (b) without materially and adversely affecting the entire offering, the Corporation will include in such registration up to the amount determined advisable by the underwriters: (i) first, the shares of Common Stock requested to be included therein by the holders on behalf of whom such registration has been initially requested and any securities that the Corporation proposes to sell, to the extent, and in such relative priorities as, permitted in such "demand" registration; (ii) second, any other shares of Common Stock held by stockholders of the Corporation requested to be included in such registration which, pursuant to the terms of the agreements granting the registration rights applicable to such shares (whether entered into prior to or after the date of this Agreement), are entitled to priority in such registration over the Registrable Shares (which shares entitled to such priority shall not include the Founders Shares or the Junior Preferred Shares), and in such relative priorities as they may be entitled; and (iii) third, the Registrable Shares, the Junior Preferred Shares and any other shares of Common Stock held by stockholders of the Corporation which are not entitled to priority over the Registrable Shares (but excluding the Founders Shares), requested to be included in such registration; pro rata among the --- ---- holders of such Registrable Shares, Junior Preferred Shares and other shares on the basis of the number of shares which are owned by such holders and requested to be included in such registration. Without limiting this Section 2.3 or Section 2.2, no Founders Shares shall be included in an underwritten registration by the Corporation unless all of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares such registration pursuant to this Agreement are permitted to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderregistration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an -------------------------------- underwritten offering and the managing underwriters for such Demand Registration determine in good faith and advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering, exceeds the number of Registrable Shares Securities and other securities, if any, which can could be sold in such offering without significantly delaying or jeopardizing adversely affecting the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority marketability of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall will include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: registration: (Ai) first, the Registrable Shares Securities requested to be included in such Demand Registrationregistration by the Holders (or, if necessary, such Registrable Securities pro rata among the respective Holders of such Registrable Shares on thereof based upon the basis of the total number of Registrable Shares beneficially --- ---- Securities owned by each such HolderHolder or such other arrangement agreed to among the Holders); and (ii) thereafter, and (B) second, all other securities requested to be included in such Demand Registration registration, as determined by the Company. If the managing underwriters have not limited the number of Registrable Securities or other securities to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlybe underwritten, the order priority shall Company may include securities for its own account in such registration if the managing underwriters so agree and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be as follows: (1) first, the securities the Company proposed to sell; (2) second, the limited. The Holders of any Registrable Shares requested Securities to be included in such Demand Registrationan 3 underwritten offering shall enter into an underwriting agreement (which shall be in customary form, pro rata among may include agreements as to indemnification and contribution and shall provide that the respective Holders representations and warranties by the Company to and for the benefit of such Registrable Shares on underwriters shall also be made to and for the basis benefit of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderHolders).

Priority on Demand Registrations. The Subject to the provisions of the Xxxxxx Warrant Agreement, the Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities (“Other Securities”) without the prior written consent of the Holders holders of at least a majority of the Registrable Shares Securities held by the Initiating Holders that initially requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceregistration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities Other Securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securitiesOther Securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares Securities held by the Initiating Holders that initially requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationregistration, the Company shall include in such registration prior to the inclusion of any other securities, up to the aggregate quantity of shares which, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering without adversely affecting the marketability of the offering: (i) first, any Company Registrable Securities included in such offering pursuant to Section 4(c), (ii) second, the Issued Warrant Shares (as defined in the Xxxxxx Warrant Agreement), (iii) third, in the case of a Warrant Demand, any Registrable Securities that the Initiating Holders of such Warrant Demand Registration have requested be included in such offering pursuant to Section 1(a) and (iv) fourth, the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included in such Demand Registrationand the Other Securities permitted to be included, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number quantity of Registrable Shares beneficially owned by Securities and such Other Securities that each such Holder, and (B) second, all other securities holder has requested the Company to be included include in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderregistration.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Preferred Securities, Warrant Shares, Other Investor Shares or Savaxxxxx Xxxres, without the prior written consent of the Holders holders of a combined majority (treated as a single class) of the Registrable Preferred Securities and Warrant Shares requested to be registered on initially requesting such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceregistration. If the a Demand Registration requested by holders of Preferred Securities or Warrant Shares is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Preferred Securities, Warrant Shares, Other Investor Shares, Savaxxxxx Xxxres and, if permitted hereunder, other securities requested to be included in such Demand Registration offering, exceeds the number of Registrable Shares and other securities, if any, securities which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a combined majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand RegistrationPreferred Securities (treated as a single class) and Warrant Shares, the Company shall will include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: registration (Ai) first, the Registrable Preferred Securities and Warrant Shares requested to be included in such Demand Registrationregistration, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Preferred Securities and Warrant Shares beneficially owned by each such Holderholder, and (Bii) second, all the Other Investor Shares and Savaxxxxx Shares requested to be included by the holders thereof in such registration, pro rata among the respective holders thereof on the basis of the amount of shares owned by each such holder (on a fully diluted basis) and (iii) third, other securities requested to be included in such registration. Any Persons other than holders of Preferred Securities, Warrant Shares, Other Investor Shares and Savaxxxxx Xxxres who participate in Demand Registration to Registrations which are not at the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the Company's expense must pay their respective Holders of such Registrable Shares on the basis shares of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderparagraph 5 hereof.

Priority on Demand Registrations. The Company No securities to be sold for the account of any Person (including the Company) other than any Requesting Holder shall not include be included in any a Demand Registration any securities which are unless the managing underwriter or underwriters shall advise such Requesting Holder (or, in the case of a Demand Registration that is not Registrable Shares without an Underwritten Offering, such Requesting Holder determines in good faith after considering the prior written consent relevant facts and circumstances at the relevant time) that the inclusion of such securities, in the reasonable opinion of the Holders of a majority managing underwriter or underwriters, will not adversely affect the price or success of the Registrable Shares requested offering (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holder (or such Requesting Holder determines, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that, even after exclusion of all securities of other Persons pursuant to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% the immediately preceding sentence, the amount of the Registrable Shares securities proposed to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise by the Company in writing that in their opinion Requesting Holders and the Demanding Holders is sufficiently large to cause an Adverse Effect, the number of Registrable Shares andsecurities to be included in such Demand Registration shall equal the number of shares which the Requesting Holder is so advised can be sold in such offering without an Adverse Effect, if permitted hereunderallocated as follows: (i) first, other the securities requested to be included in such Demand Registration exceeds offering by the number of Registrable Shares Demanding Holders and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (Aii) firstsecond, the Registrable Shares Securities requested to be included in such Demand Registration, offering by the Requesting Holders (and such shares shall be allocated pro rata among the respective Requesting Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities Securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned registration by each such Requesting Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder).

Priority on Demand Registrations. The Company shall not include in any If the managing underwriter or agent of a Demand Registration any securities which are not Registrable Shares without advises the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company Issuer in writing that in their its opinion the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in the offering covered by such offering Demand Registration without significantly delaying a significant adverse effect on the price, timing or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority distribution of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffered, the Company shall Issuer will include in such Demand Registration registration only the number of Registrable Shares which securities that, in the opinion of such underwriter or agent, can be so sold in without a significant adverse effect on the following order price, timing or distribution of priority: (A) firstthe securities offered, the Registrable Shares requested to be included in such Demand Registration, selected pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities which have requested to be included in such Demand Registration based upon the relative proportionate total holdings of Registrable Securities to the extent permitted hereunder; necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such underwriters or agent. In such event, the right of any Holder to include his or her Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided however that herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriters selected for such underwriting. Notwithstanding the foregoing, with respect to the Initial Demand Registration onlyunderwriting agreement or any other documents reasonably required under such agreement, the order priority (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Issuer or any other stockholder of the Issuer, and (ii) the liability of any Holder shall be limited as follows: (1provided in Section 8(b) firsthereof. The Issuer and other holders of securities of the Issuer may include such securities in such Registration if, but only if, such underwriter or agent concludes that such inclusion will not interfere with the securities the Company proposed to sell; (2) second, successful marketing of all the Registrable Shares Securities requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderregistration.

Priority on Demand Registrations. The Company shall not include If, in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is -------------------------------- involving an underwritten offering and Underwritten Offering the managing underwriter or underwriters for such Demand Registration thereof advise the Demanding Holders or the Company in writing that in its or their reasonable opinion the number of Registrable Shares and, if permitted hereunder, other securities requested Securities proposed to be included sold in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which that can be sold in such offering without significantly delaying or jeopardizing will adversely affect the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, offering (including, if without limitation, an impact on the selling price or the number of Registrable Securities that any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationparticipant may sell), the Company shall include in such Demand Registration registration only the number of Registrable Shares Securities, if any, which in the opinion of such underwriter or underwriters can be so sold without having an adverse effect on the success of the offering and in accordance with the following order of priority: (Ai) first, Registrable Securities held by Demanding Holders ----- in the group initially requesting such registration, allocated pro rata among such group (based upon the number of Registrable Shares Securities requested to be included in such Demand Registration) and (ii) second, pro rata among (based upon the respective Holders of such Registrable Shares on the basis of the total ------ number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities Securities requested to be included in such Demand Registration registration by such Holders) among the other Holders of Registrable Securities who have requested to include Registrable Securities in such registration. If all Registrable Securities requested to be sold in the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyUnderwritten Offering are included therein, the order priority shall be as followsCompany may include other shares of Stock in such offering in accordance with the following priority, but not to exceed the number recommended by the managing underwriter or underwriters: (1x) first, the securities pro rata ----- among any other shareholders of the Company proposed to sell; having piggyback or other similar registration rights and (2y) second, the Registrable Shares requested shares of Stock proposed to be included in such Demand Registration, pro rata among sold by or ------ for the respective Holders of such Registrable Shares on the basis account of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderCompany.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of at least a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares Securities initially requesting registration, the Company will include in such registration (i) first, any Class B Common into which the Senior Preferred is convertible (disregarding, for the purposes hereof, any restrictions which render such shares "Non-Convertible Shares" as defined in Section 2(g) below) which the holders thereof have requested to be included in therein, pro rata among the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% holders thereof on the basis of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares shares requested to be included in such Demand Registrationregistration by each such holder, (ii) second, the Registrable Securities requested to be included therein by the holders requesting such registration and the other Registrable Securities requested to be included in such registration, pro rata among the respective Holders holders of such Registrable Shares securities on the basis of the total number of Registrable Shares beneficially owned shares requested to be included in such registration by each such Holderholder, and (Biii) secondthird, all other securities requested to be included in such Demand Registration registration, in each case, to the extent permitted hereunder; provided however that with respect to in the Initial Demand Registration only, opinion of the order priority shall underwriters such shares can be as follows: (1) first, sold in an orderly manner within the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders price range of such offering. Any Persons other than holders of Registrable Shares on Securities who participate in Demand Registrations which are not at the basis Company's expense must pay their share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderparagraph 5 hereof.

Priority on Demand Registrations. The Company shall not include If in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriter or underwriters for thereof if such Demand Registration registration is underwritten, advise the Company in writing that in its or their reasonable opinion the number of Registrable Shares and, if permitted hereunder, other securities requested proposed to be included sold in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which that can be sold in such offering without significantly delaying or jeopardizing having a material adverse effect on the success of such the offering, including by an impact on the selling at a price per share within a price range reasonably acceptable to the Holders and other terms of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering (an “Underwriter Cutback”), the Company shall will include in such Demand Registration registration only the number of Registrable Shares which securities that, in the reasonable opinion of such underwriter or underwriters can be so sold without having a material adverse effect on the success of the offering (it being understood that the inclusion of any such additional Registrable Stock may be determined in and of itself to have a material adverse effect on the following order of priorityoffering), as follows: (A) first, the Registrable Shares requested Stock which the Demanding Investor(s) and the JPMP Investor, the CPPIB Investor and Rockfield, to be included in such Demand Registration, the extent that they have exercised “piggyback” registration rights pursuant to Section 5(a)(i) (the “First Priority Parties”) (pro rata among all such Demanding Investors and the respective Holders of such Registrable Shares First Priority Parties on the basis of the total number relative percentage of Registrable Shares beneficially Stock then held by all Demanding Investors and the First Priority Parties who have requested that shares of Registrable Stock owned by each such Holder, and (Bthem be so included) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed propose to sell; (2) second, the Registrable Shares requested to be included in such Demand RegistrationStock which the Investors, not including the Demanding Investor(s) and the First Priority Parties, (pro rata among all such Investors (which are not Demanding Investor(s) or the respective Holders of such Registrable Shares First Priority Parties) on the basis of the total number relative percentage of Registrable Shares beneficially Stock then held by all Investors (which are not Demanding Investor(s) or the First Priority Parties) who have requested that Registrable Stock owned by each them be so included) propose to sell (it being further agreed and understood, however, that such Holderunderwriters shall have the right to eliminate entirely the participation of such Investors (which are not Demanding Investor(s)) or the First Priority Parties); third, the comparable securities of any Persons holding the Company’s securities eligible to participate in such offering, pro rata among all such Persons on the basis of the relative percentage of such securities then held by all such Persons who have requested that securities owned by them be so included; and fourth, the securities proposed to be sold by the Company in such offering, if any. For purposes of any Underwriter Cutback pursuant to this Section 5(a)(iii), all Registrable Stock proposed to be sold by any Investor (including the Demanding Investor(s)) shall also include any Registrable Stock proposed to be sold by the partners, retired partners, shareholders or Affiliates of such Investor, or the estates and family members of any such Investor or such partners or retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such Investor or such partners, retired partners, trusts or Affiliates, and (3) third, all such Investor and other securities requested Persons shall be deemed to be a single selling Investor, and any pro rata reduction with respect to such Investor shall be based upon the aggregate amount of Registrable Stock proposed to be sold by all entities and individuals included in such Demand Registration selling Investor, as defined in this sentence. Notwithstanding anything to the extent permitted hereundercontrary in this Section 5(a), in no event shall any Investor (other than the CPPIB Investor) be entitled to register any Registrable Stock pursuant to this Section 5(a) in excess of its pro rata portion of the number of shares of Registrable Stock being registered in such offering by the JPMP Investor and its Permitted Transferees (which are Permitted Transferees as contemplated by clause (ii) of the definition of Permitted Transfer) on or before the date thereof (on the basis of the relative percentage of Registrable Stock held by such Investor and such Permitted Transferees at the Effective Time against such percentage held by the JPMP Investor at the Effective Time) prior to the second anniversary of the date hereof, unless otherwise approved by the Board.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of at least a majority of the Registrable Shares requested Securities initially requesting such registration; provided, however, such consent shall not be required for the Company to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of include (subject to the Registrable Shares to be included in the Demand Registration, except as set forth limitation in the next sentence) in a Demand Registration securities of the Company held by Persons entitled to exercise "piggy-back" registration rights with respect to such securities pursuant to contractual commitments of the Company. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold therein in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares requested to be included in Securities initially requesting registration, without adversely affecting the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% marketability of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: registration (Ai) first, the maximum number of Registrable Shares Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such requesting holder; and (ii) second, securities other than Registrable Securities requested to be included in such Demand Registrationregistration which, in the opinion of such underwriters, can be sold without adversely affecting the marketability of the offering, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially such securities owned by each such Holderholder. Any Persons, and (B) secondother than holders of Registrable Securities, all other securities requested to be included who participate in such Demand Registration to Registrations which are not at the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis Company's expense must pay their share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderSection 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Piggyback Registration is an underwritten offering registration pursuant to a demand for registration (other than a Demand Registration under Section 3 hereof, the priority of which will be governed by Section 3.4 below) by holders of Other Registrable Shares and the managing underwriters for such Demand Registration advise the Company Corporation in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities shares of Common Stock requested to be included in such Demand Registration registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling marketed (a) at a price per share within a price range reasonably acceptable related to the Holders of a majority then-current market value per share of the Registrable Shares Common Stock, and (b) without materially and adversely affecting the entire offering, the Corporation will include in such registration up to the amount determined advisable by the underwriters: (i) first, (A) the shares of Common Stock requested to be included in therein by the Demand Registration, including, if any securities other than holders of Other Registrable Shares are to be included in on behalf of whom such Demand Registration, each Principal Stockholder who registration has requested Registrable Shares that would constitute at least 10% of been initially requested; (B) the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Purchaser Registrable Shares requested to be included in such Demand Registrationregistration by the holders of Purchaser Registrable Shares hereunder; and (C) any securities that the Corporation proposes to sell, pro rata rata, among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holderparties in clauses (A), and (B) second, all other securities and (C) based on the number of shares of Common Stock requested to be included in such Demand Registration registration by the holders thereof; and (ii) second, any other shares of Common Stock held by stockholders of the Corporation which are not entitled to be pari passu with the extent permitted hereunder; provided however that Purchaser Registrable Shares with respect to such registration (including the Initial Demand Registration onlyFounders Shares), requested to be included in such registration, pro rata among the order priority holders of such other shares on the basis of the number of shares which are owned by such holders and requested to be included in such registration, or otherwise pursuant to any contractual registration rights applicable to such shares. Without limiting this Section 2.3 or Section 2.2, (i) no Founders Shares shall be as follows: (1) first, included in an underwritten registration by the securities Corporation unless all of the Company proposed to sell; (2) second, the Purchaser Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested registration pursuant to this Agreement are permitted to be included in such Demand Registration to registration, and (ii) no shares of Common Stock (including Founders Shares) held by executive officers of the extent permitted hereunderCorporation shall be included in an underwritten registration if the managing underwriters advise the Corporation that the inclusion of shares of Common Stock held by executive officers of the Corporation will adversely affect the offering.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10owning more than 50% of the Registrable Shares Securities being requested to be included in the Demand Registration, except as set forth in the next sentenceregistered. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, hereunder other securities requested to be included in such Demand Registration offering, exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other owning more than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 1050% of the Registrable Shares Securities being requested to be included in the Demand Registrationregistered, then the Company shall include in such Demand Registration registration before the number inclusion of any securities which are not Registrable Shares which can be so sold in the following order of priority: Securities (A) first, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other than securities requested to be included in such Demand Registration registration pursuant to contractual obligations with the extent permitted hereunder; provided however that with respect to Company) the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the number of Registrable Shares Securities requested to be included which in the opinion of such Demand Registrationunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially Securities owned by each such Holderholder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 4 hereof. Notwithstanding any other provision of this Agreement if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Conversion Shares (3) thirdapplied, all other securities requested to in the case that some Conversion Shares may be included in such Demand Registration registered, to the extent permitted hereunderHolders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders).