Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration 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 such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b).

Priority on Demand Registrations. If (a) 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 offering and includes securities for sale by the CompanyUnderwritten Registration, and the managing underwriter of the Underwritten Offering relating thereto advises the Demanding Holders (or, in the case that such underwriter registration is not to be chosen by an Underwritten Registration, the Demanding Holders requesting registration determine in good faith) that the total amount of a majority Registrable Securities requested to be registered is such as to adversely affect the successful marketing (including the pricing) of the Registrable Securities securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will shall include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the all Registrable Securities requested to be included therein, up to the full amount that, in the view of such registration by managing underwriter or such Demanding Holders requesting registration, as the initiating 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 securities the other Holders. If the number of other Holders of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all such securities shares to be included on a pro rata basis (or in any such offering is less than the aggregate number of Qualified Registrable Securities requested by Demanding Holders and the other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested Holders to be included therein. If the initiating Holders are not allowed to register all of , then the Registrable Securities requested 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 such Demanding Holders because of allocations required by this section, such initiating and the other Holders shall not to be deemed to have exercised a Demand Registration for purposes of Section 2(b)included therein.

Priority on Demand Registrations. If a Except as provided in Section 2(g), the Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Common Shares without the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities Common Shares to be included in such registration, subject to or, if such Demand Registration is an underwritten offering, without the Company’s reasonable approval) advises written consent of the Company, managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing, that, writing that in its good faith judgment, their opinion the number of securities requested shares of Registrable Common Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting the marketability of the having an adverse affect on such offering, then including the price at which such Registrable Common Shares can be sold, the Company will shall include in any such registration only the maximum number of shares that of Registrable Common Shares which in the opinion of such managing underwriter advises the Company underwriters can be sold in such offering allocated as follows: (i) firstwithout having the adverse effect referred to above. If the number of shares which can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Common Shares proposed to be registered, the amount of Registrable Securities requested Common Shares to be included so sold shall be allocated pro rata among the Holders of Registrable Common Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Shares initially proposed to be registered by such Holders. If the initiating Holders and securities number of other Holders shares which can be sold exceeds the number of shares of Registrable Securities and Common Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)securities, with all such securities if any, desiring to be included on a pro rata basis (or participate in such other proportion mutually agreed among such Holders) registration based on the amount of such securities initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included registered by such Holders because of allocations required by this section, holders or as such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holders may otherwise agree.

Priority on Demand Registrations. If a Demand Registration that is an Underwritten Offering or an underwritten offering and primary registration pursuant to Section 2(j) in each case includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) Managing Underwriter advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter Managing Underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings 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 proportion basis mutually agreed among such HoldersHolders and such other holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b2(c).

Priority on Demand Registrations. If The Registering Entity will not include in any underwritten registration pursuant to Section 2(a) or 2(c) any securities that are not Registrable Securities without the prior written consent of the Holders making the Registration Request. In the case of any proposed registration that is initiated by a Demand Registration is an underwritten offering and includes securities for sale by the CompanyHolder pursuant to Section 2, and if the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) good faith advises the Company, in writing, that, Registering Entity that in its good faith judgment, opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such registration offering) exceeds the number which of securities that can be sold in such offering without materially and adversely affecting the marketability or price per share of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can securities to be sold in such offering, the Registering Entity will include in such offering allocated as followsonly such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability or price per share of securities to be sold in such offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities requested to be included in such registration by registration, pro rata among the initiating Holders and securities of other Holders such Registrable Securities on the basis of the number of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all such securities so requested to be included on a pro rata basis therein by each such Holder, (or in such ii) second, the securities the Registering Entity proposes to issue and sell for its own account, and (iii) third, other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such registration pursuant to other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)registration rights agreements or otherwise.

Priority on Demand Registrations. If a The Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Securities without the Company, and prior written consent of the managing underwriter (such underwriter to be chosen by Holders holders of a majority of the Registrable Securities included in such registration, subject . If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing (with a copy to the Company’s reasonable approvaleach party hereto requesting registration of Registrable Securities) advises the Company, that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold an orderly manner in such offering allocated as follows: within a price range acceptable to the holders of a majority of the Registrable Securities to be included in such registration therein, the Company shall include in such registration (i) first, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which in the opinion of such registration by underwriters can be sold in an orderly manner within the initiating Holders and securities price range of other Holders such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)owned by each such holder, with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included thereinin such registration. If the initiating Holders Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not allowed to register all at the Company's expense, if any, must pay their share 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 for purposes of Expenses as provided in Section 2(b)5 hereof.

Priority on Demand Registrations. If a Except as provided in Section 2(g), the Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Common Stock without the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders of a majority of the shares of Registrable Securities Common Stock to be included in such registration, subject to or, if such Demand Registration is an underwritten offering, without the Company’s reasonable approval) advises written consent of the Company, managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing, that, writing that in its good faith judgment, their opinion the number of securities requested shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting and/or that the marketability number of the offering, then the Company will include shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the maximum number price per share of shares that the managing underwriter advises the Company can Company's equity securities to be sold in such offering allocated as follows: (i) firstoffering, the Company shall include in such registration only the number of shares of Registrable Securities 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 shall be allocated pro rata among the Holders of Registrable Common Stock desiring to participate in such registration on the basis of the 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 Common Stock proposed to be sold, such 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 registration 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 such Holders) based on the amount of such securities initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included registered by such Holders because of allocations required by this section, holders or as such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holders may otherwise agree.

Priority on Demand Registrations. If a Demand Registration that is an Underwritten Offering or an underwritten offering and primary registration pursuant to Section 2(j) in each case includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) Managing Underwriter advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter Managing Underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of Registrable Securities and holders of Registrable Securities (as defined in the DB 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 proportion basis mutually agreed among such HoldersHolders and such other holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b2(c).

Priority on Demand Registrations. (i) If a Demand Registration is requested registration pursuant to Section 1(a) involves an underwritten public offering and includes securities for sale by the Company, and the managing or lead underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, NationsRent in writing, thatwith a copy to each Holder requesting registration, that in its good faith judgment, opinion the number of securities requested to be included in such registration (including securities to be sold by NationsRent or by other persons who are not Holders of 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 Holders of a majority (by number of shares) of the Registrable Securities that are requested to be included in such registration 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 materially and adversely affecting the marketability of the offering, then the Company will NationsRent shall include in any such registration prior to the maximum inclusion of any other securities the number of shares Registrable Securities that are requested to be included, and the managing underwriter advises number of Series A Registrable Securities that are requested to be included pursuant to the Company 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 allocated as follows: (i) firstoffering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities or Series A Registrable Securities requested by each such holder to be included in such registration 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 such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)offering.

Priority on Demand Registrations. If With respect to any offering of Registrable Securities pursuant to a Demand Registration is in the form of an underwritten offering and includes offering, no securities to be sold for sale by 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 will not adversely affect the price or success of the offering (such an "ADVERSE EFFECT"). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing that the amount of Registrable Securities proposed to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject Demand Registration by Requesting Holders and Joining Holders is sufficiently large (even after exclusion of all securities of any other Person pursuant to the Company’s reasonable approvalimmediately preceding sentence) advises the Company, in writing, that, in its good faith judgmentto cause an Adverse Effect, the number of securities Registrable 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 registration exceeds Demand Registration bears to the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum total number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities that all Requesting Holders and Joining Holders requested to be included in such Demand Registration; provided that if, as a result of such pro-ration, any Requesting Holder or Joining Holder shall not be entitled to include in a registration by the initiating Holders and securities of other Holders of all Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all class that such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities Holder had requested to be included therein and (ii) secondincluded, such Holder may elect to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes withdraw its request to sell together with include such additional securities to be included on a pro rata basis (or Registrable Securities in such other proportion mutually agreed upon among registration or may reduce the Company and such other holders) based on the amount of securities number requested to be included therein. If included; provided, however, that (a) such request must be made in writing prior to the initiating Holders are not allowed to register all earlier of the Registrable Securities requested execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (b) such withdrawal or reduction shall 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 for purposes of Section 2(b)irrevocable.

Priority on Demand Registrations. If (a) No securities to be sold for the account of any Person (including the Company) other than the HMC Group shall be included in a Demand Registration is an underwritten offering and includes securities for sale by in which the CompanyHMC Group has requested inclusion, and irrespective of the identity of the party making the Demand Request, unless the managing underwriter (or underwriters shall advise the Company or the HMC Group in writing that the inclusion of such underwriter to be chosen by Holders of a majority securities will not materially and adversely affect the price or success of the Registrable Securities included offering (a "Material Adverse Effect"). Furthermore, in such registration, subject the 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 Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgmentimmediately preceding sentence, the number amount of securities requested Registrable Shares proposed to be included in such registration exceeds Demand Registration 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 shares which the Company is so advised can be sold in such offering without materially a Material Adverse Effect and adversely affecting such Registrable Shares shall be allocated pro rata among the marketability members of the offering, then HMC Group on the Company will include in any such registration basis of the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration 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 such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities Shares requested to be included by each such Holders because Holder. If any Registrable Shares of allocations required by this section, such initiating Holders shall not any Holder requested to be deemed registered pursuant to have exercised a Demand Request under Section 3.1.1 are excluded from a Demand Registration for purposes of pursuant to this Section 2(b)3.1.4, such Holder having Registrable Shares 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.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Stockholder. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of underwriters advise the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold an orderly manner in such offering allocated as follows: (i) firstwithin a price range acceptable to the Stockholder, the Company shall include in the Registration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which, in such registration by the initiating Holders and securities opinion of other Holders the underwriters, can be sold in an orderly manner within the price range of Registrable Securities and the offering, pro rata (or as may have been agreed among the holders of Registrable Securities (as defined in Securities) among the DB Holdings Registration Rights Agreement), with all such securities to be included respective holders thereof on a pro rata the basis (or in such other proportion mutually agreed among such Holders) based on of the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be registered by each such holder; provided that if the number of Registrable 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 Holders because Demand Registration shall be entitled to withdraw such request, upon the affirmative vote of allocations required by this sectionholders holding 66% of such Registrable Securities, and, if such initiating Holders request is withdrawn, the Demand Registration shall not be deemed to have exercised count as a permitted Demand Registration for purposes hereunder, and the Company shall pay all Registration Expenses in connection with the withdrawn Registration. Any Persons (other than holders of Section 2(b)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 Article VII.

Priority on Demand Registrations. If (A) Whenever the Company shall effect a Demand Registration is in connection with an underwritten offering and includes securities for sale by the Companyone or more Initiating Holders, and the managing underwriter (such underwriter to no other securities, including other Registerable Securities shall be chosen by Holders of a majority of the Registrable Securities included in such registrationDemand Registration, subject unless (1) the managing underwriter(s) with respect to such Demand Registration shall have advised the Company’s reasonable approval) advises Company and each Initiating Holder whose Registerable Securities were included in the CompanyDemand Request, in writing, that, in its good faith judgment, that the number inclusion of such other securities requested to be included in would not adversely affect such registration exceeds the number which can be sold in such underwritten offering without materially and adversely affecting the marketability or (2) each of the offeringInitiating 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, then the Company will include in any such registration Demand Registration securities in the following order of priority until the maximum number of shares that securities included in the written advice of the managing underwriter advises the Company can underwriter(s) or unanimous consent of such Initiating Holders shall be sold in such offering allocated as followsreached: (i1) first, pro rata (based upon the Registrable amount of Registerable Securities) among the Registerable Securities requested to be included in such the Demand Request which are subject to the underwritten offering, (2) second, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities of the other holders (each, a "Rightsholder") of registration rights granted by the initiating Holders and securities Company in connection with the sale of the Shares 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 Holders of Registrable Registerable Securities and holders of Registrable Securities (as defined included in the DB Holdings Registration Rights Agreement)Demand Request and Tag-Along Request(s) and (4) fourth, with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on upon the amount of securities requested to be included therein and (iiowned which carry registration rights) second, to the extent that any among all other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that to which the Company proposes to sell together with such additional securities to be included on has granted registration rights and for which a pro rata basis (or request for inclusion in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)shall have been made.

Priority on Demand Registrations. The Registrant shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holder(s) of a majority of the Brentwood Securities included in such registration. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of underwriters advise the Registrable Securities included Registrant in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering exceeds the number of Registrable Securities and other securities, if any, of the Registrant, which can be sold in such offering therein without materially and adversely affecting the marketability of the offeringoffering (the “Optimal Number”), then the Company will Registrant shall include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included pursuant to Section 2(a), Section 2(b) or Section 2(c) in such registration by up to the initiating Holders and securities Optimal Number, pro rata among the respective holders thereof on the basis of other Holders the number of such Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)owned by each such holder, with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, the securities the Registrant proposes to sell in such Registration, up to a 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 Optimal Number, and (iii) third, if and to the extent that any permitted by the holder(s) of a majority of the Brentwood Securities, other securities may be included without exceeding of the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities Registrant requested to be included therein. If in such registration up to a number of such securities that, when combined with the initiating Holders 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 thereof on the basis of the number of shares owned by each such holder (to the extent permitted to be so included, in the case of securities which 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 for purposes of Section 2(bSecurities).

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of underwriters advise the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and other securities requested to be included in such registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without materially and and/or that the number of shares of Registrable Securities proposed to be included in such offering would adversely affecting affect the marketability price per share of the Common Stock, the timing of the offering, then the distribution method or the probability of success of such offering, the Company will shall include in the Registration, prior to the inclusion of any such registration securities which are not Registrable Securities, the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included which, in such registration by the initiating Holders and securities opinion of other the underwriters, can be so sold, pro rata (or as may have otherwise been agreed among the 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 Registration) among such Holders) based the respective Holders thereof on the basis of the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be registered by each such Holder; provided, however, 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 shall be entitled to withdraw such request, upon the affirmative vote of Holders because holding at least 66% of allocations required by this sectionsuch Registrable Securities, and, if such initiating Holders request is withdrawn, the Demand Registration shall not be deemed to have exercised count as a permitted Demand Registration for purposes 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 Section 2(b)the Registration Expenses as provided in Article VI.

Priority on Demand Registrations. If a The Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Securities without the Company, and prior written consent of the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities requested to be included in the Demand Registration, provided that the Company may include in such registrationDemand Registration shares of its Equity Securities for sale for its own account, subject to the Company’s reasonable approval) advises priority provision described below. If the Company, Demand Registration is an underwritten Public Offering and the managing underwriters for such Demand Registration advise the Company and applicable Holders in writing, that, writing that in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration Demand Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering without materially and adversely affecting the marketability marketability, proposed offering price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Demand Registration, timing or method of distribution of the offering, then the Company will shall include in any such registration Demand Registration the maximum number of shares that the managing underwriter advises the Company Registrable Securities which can be sold without such adverse effect in such offering allocated as followsthe following order of priority: (i) first, the Registrable Securities requested to be included in such registration by Demand Registration, allocated pro rata among the initiating respective Holders and securities of other Holders such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder; (ii) second, securities offered by the Company; and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)iii) third, with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, in such Demand Registration to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)permitted hereunder.

Priority on Demand Registrations. If (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 be included in a Demand Registration is for an underwritten offering and includes securities Underwritten Offering pursuant to Section 4.1 hereof or a demand registration for sale by an Underwritten Offering under Section 4.1 of the 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 Securities and the managing underwriter (such underwriter other securities requested to be chosen by Holders of a majority 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 Registrable Securities 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 Company’s reasonable approvalprovisions of this Section 4.4(b), up to the full amount (such amount the “Capacity”) advises the Company, in writing, that, in its good faith judgmentthe 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 securities 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 exceeds shall be allocated among the number which can be sold in Trust and such offering without materially participating Holders and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated Other Stockholders as follows: (i) first, the Registrable Securities requested to be included in such registration 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 such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b).:

Priority on Demand Registrations. If The Company shall not include in any Demand Registration any securities which are not Common Registrable Securities or Notes Registrable Securities without the prior written consent of the holders of a majority of the Common Registrable Securities or Notes Registrable Securities, as the case may be, initially requesting registration and included in such Demand Registration. In a Demand Registration is an underwritten offering and includes securities for sale by the Company, and Underwritten Offering where the managing underwriter (such underwriter to be chosen by Holders underwriters advise the Company in writing that, after consultation with the holders of a majority of the Registrable Securities included in such initially requesting registration, subject to the Company’s reasonable approval) advises the Companyamount of Registrable Securities and, in writingif permitted hereunder, that, in its good faith judgment, the number of other securities requested to be included in such registration offering exceeds the number amount of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without materially and adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringRegistrable Securities initially requesting registration, then the Company will shall include in any such registration the maximum number amount of shares that the managing underwriter advises the Company Registrable Securities which can be so sold in such offering allocated as followsthe following order of priority: (i) first, the Registrable Securities requested to be included in such registration by registration, which in the initiating Holders and securities reasonable discretion of other such underwriter, can be sold in an orderly manner within the price range of such offering, pro rata among the respective Eligible Holders of such Registrable Securities and holders based upon the percentage of such Eligible Holder’s 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 such Holders) based on the amount of securities requested to be included therein Underwritten Offering, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If in such registration to 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 for purposes of Section 2(b)extent permitted hereunder.

Priority on Demand Registrations. In any Demand Registration pursuant to Section 3(a), the securities to be included shall be limited to (x) a number of Registrable Securities not exceeding 74.25% of the Secondary Offering Size to be 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, 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 this Section 3. If a Demand Registration is pursuant to Section 3 involves an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of shall advise the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, Company that in its good faith judgment, opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without materially and adversely affecting the marketability of the having an adverse effect on such offering, then including the price at which such securities can be sold, then, subject to the preceding sentence, the Company will shall include in any such registration the maximum number of shares that the managing such underwriter advises the Company can be so sold in without having such offering effect, allocated as follows: (i) first, the 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 initiating 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 securities 25.75% to the Greystone Holders (but not in excess of other Holders the number of Registrable Securities that the Onex Holders and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)Greystone Holders, with all such securities 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 basis in accordance with the number of Registrable Securities held by each such Onex Holder and Greystone Holder, as applicable; or (or y) in such other proportion mutually agreed the case of a Demand Registration under Section 3(b)(ii), apportioned among such the Onex Holders) based , on the amount of securities requested to be included therein one hand, and (ii) secondthe Greystone Holders, to on the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaidhand, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or 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 proportion proportions as shall mutually be agreed upon among to by all such selling Holders; provided, however, that in the Company event that the Greystone Holders make the first request of a Demand Registration pursuant to 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 offering shall be apportioned 50.0% to the Onex Holders and such other holders) based on 50.0% to the amount Greystone Holders (but not in excess of securities the number of Registrable Securities that the Onex Holders have requested to be included therein. If in such Demand Registration), and further apportioned among the initiating Holders are not allowed to register all Onex Holders, on the one hand, and the Greystone Holders, on the other hand, on a pro rata basis in accordance with the number of the Registrable Securities requested held by each such Onex Holder and Greystone Holder, as applicable. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to be included by such Holders because of allocations required by this section, such initiating Holders shall not be deemed any Holder to have exercised a Demand Registration for purposes of Section 2(b)the nearest 100 shares.

Priority on Demand Registrations. If 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 be included in a Demand Registration is an underwritten offering and includes securities for sale by the Company, and unless (i) the managing underwriter or underwriters 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 success of the offering (such underwriter to be chosen by a "MATERIAL ADVERSE EFFECT") and (ii) the Holders of not less than a majority of the Registrable Securities Shares held by the Holders to be covered by such 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 such 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 total dollar value of securities to be included in the Demand Registration (the "MANAGEMENT HOLDERS"). Furthermore, and subject to the immediately preceding sentence, 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 (other than the Management Holders) pursuant to the immediately preceding sentence, the amount of Registrable Shares proposed to be included in such registrationDemand Registration by Requesting Holders is sufficiently large to cause a Material Adverse Effect, subject the Registrable Shares of Requesting Holders and Management Holders to be included in such Demand Registration shall be allocated pro rata among the Company’s reasonable approval) advises Requesting Holders and Management Holders on the Company, in writing, that, in its good faith judgment, basis of the number of securities Registrable Shares requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration 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 such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)by each such Requesting Holder and Management Holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of 50% or more of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of underwriters advise the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein in an orderly manner in such offering without materially and adversely affecting within a price range acceptable to the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration 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 such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all majority of the Registrable Securities requested to be included therein, then the Company (i) shall include in such registration only such number as may be sold therein in such an 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 thereof on the basis of the amount of Registrable Securities owned by each such Holders because holder (with the pro rata share of allocations required by each such holder determined in accordance with Section 4 of this sectionAgreement); provided, however, that if the managing underwriters determine that the inclusion of the number of Other Investor Registrable Securities and Aldabra Registrable Securities proposed to be included in any such initiating Holders 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 negate such adverse impact; provided that the provisions of the foregoing proviso shall not be deemed to have exercised apply in a Demand Registration for purposes demand registration effected by holders of Aldabra Registrable Securities in accordance with the second sentence of Section 2(b3(a).

Priority on Demand Registrations. If in any Demand Registration the managing underwriter or underwriters thereof advise the Company in writing that in its or their reasonable opinion (or in the case of a Demand Registration is an underwritten offering not being underwritten, the Demanding Holders shall reasonably determine (and includes securities for sale by notify the Company, and the managing underwriter (such underwriter to be chosen by selling Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approvaldetermination)) advises the Company, in writing, that, in its good faith judgment, that the number of securities requested proposed to be included sold in such registration exceeds the number Demand Registration is inconsistent with that which can be sold in such offering without materially and adversely affecting having a material adverse effect on the marketability success of the offeringoffering (including, then without limitation, an adverse impact on the selling price or the number of Registrable Securities that any participating Holder may sell), the Company will include in any such registration only the maximum number of shares that securities that, in the managing reasonable opinion of such underwriter advises or underwriters (or the Company Demanding Holders, as the case may be) can be sold without having a material adverse effect on the success of the offering, in such offering allocated as followsthe following order of priority: (i) first, the Registrable Securities requested to be included in such registration Demand Registration 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)Demanding Holders, with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any Registrable Securities held by any other securities may be included without exceeding Persons (other than the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holdersCompany) based on the amount of securities requested to be included therein. If in such Demand Registration, in each case pro rata on the initiating Holders are not allowed to register all basis of the number of Registrable Securities requested to be included by such Holders because of allocations required and (iii) third, any securities held by this sectionany other Persons requested to be included in such Demand Registration, such initiating Holders on a pro rata basis. Notwithstanding the foregoing, no other Holder shall not be deemed entitled to have exercised participate in any non-underwritten offering under a Demand Registration for purposes of Section 2(b)shelf registration statement as to which CSC is the Demanding Holder.

Priority on Demand Registrations. If in any Demand Registration the managing underwriter or underwriters thereof (or in the case of a Demand Registration is an underwritten offering and includes securities for sale by not being underwritten, the Company, and the managing underwriter (such underwriter to be chosen by Holders holders of a majority of the Registrable Securities included held by the Demanding Group after consultation with an investment banker of nationally recognized standing), advise the Company in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, writing that in its good faith judgment, or their reasonable opinion the number of securities requested proposed to be included sold in such registration Demand Registration exceeds the number which that can be sold in such offering without materially and adversely affecting having a material adverse effect on the marketability success of the offeringoffering (including, then without limitation, an impact on the selling price), the Company will include in any such registration only the maximum number of shares that securities that, in the managing reasonable opinion of such underwriter advises or underwriters (or such holders of Registrable Securities held by the Company Demanding Group, as the case may be) can be sold in such offering allocated without having a material adverse effect on the success of the offering, as follows: (i) first, the Registrable Securities requested to be included in such registration Demand Registration by the initiating Holders and securities Demanding Group, pro rata, among such Stockholders on the basis of other Holders their respective holdings of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all such securities to be included Common Stock on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and Fully Diluted Basis, (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by in such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes by the Xxxx Xxxxx Stockholders and SBW (if the Demanding Group is the Carlyle Stockholders and the Clipper Stockholders), 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 Section 2(b)their respective holdings of Common Stock on a Fully Diluted Basis, (iii) third, shares to be issued and sold by the Company and requested to be included in such Demand Registration, and (iv) fourth, the Registrable Securities requested to be included in such Demand Registration by the By-Word Stockholders, pro rata among such requesting Stockholders on the basis of their respective holdings of Common Stock on a Fully Diluted Basis.

Priority on Demand Registrations. If a If, in any Demand Registration is involving an underwritten offering and includes securities for sale by the Company, and Underwritten Offering the managing underwriter (such underwriter to be chosen by or underwriters thereof advise the Demanding Holders of a majority of or the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, writing that in its good faith judgment, or their reasonable opinion the number of securities Registrable Securities proposed to be sold in such Demand Registration exceeds the number that can be sold in such offering or will adversely affect the success of such offering (including, without limitation, an impact on the selling price or the number of Registrable Securities that any participant may sell), the Company shall include in such registration only the number of Registrable Securities, if any, which in the opinion of such underwriter or underwriters can be sold without having an adverse effect on the success of the offering and in accordance with the following priority: (i) first, Registrable Securities held by Demanding Holders, allocated pro rata among such group (based upon the number of Registrable Securities requested to be included in such registration exceeds Demand Registration) and (ii) second, pro rata (based upon the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration by such Holders) among the initiating Holders and securities of other Holders of Registrable Securities and holders of who have requested to include 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 such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included thereinregistration. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be sold in the Underwritten Offering are included therein, the Company may include other shares of Stock in such offering in accordance with the following priority, but not to exceed the number recommended by such Holders because the managing underwriter or underwriters: (x) first, pro rata among any other stockholders of allocations required the Company having piggyback or other similar registration rights and (y) second, shares of Stock proposed to be sold by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration or for purposes the account of Section 2(b)the Company.

Priority on Demand Registrations. If 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 be included in a Demand Registration that is an underwritten public offering and includes securities for sale by the Company, and unless (i) the managing underwriter or underwriters 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 success of the offering (such underwriter to be chosen by a "Material Adverse Effect") and (ii) the Holders of not less than a majority of the Registrable Securities Shares to be covered by such registration (calculated by using 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. Furthermore, and subject to the immediately following sentence, 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 pursuant to the immediately preceding sentence, the amount of Registrable Shares proposed to be included in such registrationDemand Registration by Requesting Holders is sufficiently large to cause a Material Adverse Effect, subject the Registrable Shares of Requesting Holders to be included in such Demand Registration shall be allocated pro rata among the Company’s reasonable approval) advises Requesting Holders on the Company, in writing, that, in its good faith judgment, basis of the number of securities Registrable Shares requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration 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 such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)by each such Requesting Holder.

Priority on Demand Registrations. If a Except as provided in Section 4.4(g), the Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Shares without the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders holders of a majority of the Registrable Securities Shares to be included in such registration, subject to or, if such Demand Registration is an Underwritten Offering, without the Company’s reasonable approval) advises written consent of the Company, managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing, that, writing that in its good faith judgment, their opinion the number of securities requested Registrable Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting and/or that the marketability number of the offering, then the Company will include Registrable Shares proposed to be included in any such registration would adversely affect the maximum number price per share of shares that the managing underwriter advises the Company can Company’s equity securities to be sold in such offering offering, the Company shall include in such registration only the number of Registrable Shares 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 Registrable Shares proposed to be registered, the amount of Registrable Shares to be so sold shall be allocated as follows: (i) first, to the Registrable Securities Shares requested to be included registered by the Initiating Holders and then pro rata among the other Stockholders desiring to participate in such registration on the basis of the amount of such Registrable Shares initially proposed to be registered by such other holders. If the initiating Holders and securities number of other Holders shares which can be sold exceeds the number of shares of Registrable Securities and Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)securities, with all such securities if any, desiring to be included on a pro rata basis (or participate in such other proportion mutually agreed among such Holders) registration based on the amount of such securities initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included registered by such Holders because of allocations required by this section, holders or as such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holders may otherwise agree.

Priority on Demand Registrations. If a The Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Securities without the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders of a majority of the shares of Registrable Securities to be included in such registration, subject and, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters, such consents not to be unreasonably withheld. If the Company’s reasonable approval) advises managing underwriters of the Company, requested Demand Registration advise the Company in writing, that, writing that in its good faith judgment, their opinion the number of securities requested shares of Registrable Securities proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will shall include in any such registration only the maximum number of shares that of Registrable Securities which in the opinion of such managing underwriter advises underwriters can be sold. If the Company number of shares which can be sold in such offering is less than the number of shares of Registrable Securities proposed to be registered, the amount of Registrable Securities to be so sold shall be allocated as follows: (i) first, to the shares of Registrable Securities requested to be included in such registration registered by the initiating Holders Initiating Holder and securities of then pro rata among the other Holders of Registrable Securities and holders desiring to participate in such registration on the basis of the amount of such Registrable Securities 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 Securities (as defined in the DB Holdings Registration Rights Agreement), with all such securities proposed to be included on a sold, such excess shall be allocated pro rata basis (or among the other holders of securities, if any, desiring to participate in such other proportion mutually agreed among such Holders) registration based on the amount of such securities initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included registered by such Holders because of allocations required by this section, holders or as such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holders may otherwise agree.

Priority on Demand Registrations. If a the Demand Registration is an underwritten offering and includes securities the managing underwriters for sale by such Demand Registration advise the Company, Company and the managing underwriter (such underwriter applicable Holders requested to be chosen by included in the Demand Registration that the number of Registrable Securities and, 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 Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in the Demand Registration, the Company shall include in such registration exceeds Demand Registration the number of Registrable Securities which can be so sold in such offering without materially and adversely affecting the marketability following order of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as followspriority: (i) first, the Registrable Securities requested to be included in such registration Demand Registration by the initiating 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 and securities on the basis of other Holders the number of shares of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all owned by each such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein Holder; and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If in such Demand Registration to the initiating Holders are not allowed extent permitted hereunder; provided, however, that, with respect to register all the Initial Demand Registration only, the order of priority shall be as follows: (x) first, the securities the Company proposes to sell; (y) second, the Registrable Securities requested to be included in such Demand Registration 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 such Holders because on the basis of allocations required the number of Registrable Securities requested to be included therein by this sectioneach such Holder; and (z) third, other securities requested to be included in such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)to the extent permitted hereunder.

Priority on Demand Registrations. If No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration is an underwritten offering and includes securities for sale by the Company, and if the managing underwriter 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 underwriter Demand Registration shall be deemed to be chosen by Requesting Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, 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 requested of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) firstDemand Registration by Requesting Holders is sufficiently large to cause a Material Adverse Effect, the Registrable Securities of Requesting Holders to be included in such Demand Registration shall be allocated PRO RATA among the Requesting Holders on the basis of the number of shares of Common Stock requested to be included in such registration 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 each such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)Requesting Holder.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities of the Participating Stockholders without the written consent of the Requisite Registration Participants. If the Requesting Investors and other holders of Registrable Securities request Registrable Securities to be included in a Demand Registration which is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, Company in writing, that, writing that in its good faith judgment, opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number of Registrable Securities which can be sold in such offering without materially and adversely affecting within a price range acceptable to the marketability of the offeringRequisite Requesting Investors, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can securities to be sold in such offering allocated as followsDemand Registration in the following order: (i) (x) first, the Registrable Securities requested to be included in such registration by the initiating Holders and securities of Requesting Investors or by other Holders Participating Stockholders in accordance with Section 1.1(a), provided that if the managing underwriter determines in good faith that a lower number of Registrable Securities and holders should be included, then only that lower number 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 such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by the Requesting Investors and such Holders because other Participating Stockholders shall be included in such registration, and the Requesting Investors and such other Participating Stockholders shall participate in such registration on a pro rata basis in accordance with the number of allocations required Registrable Securities requested to be included in such registration by this sectioneach of them; (y) second, the securities which the Company proposes to sell; and (z) third, any securities other than Registrable Securities to be sold by persons other than the Company included in such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of registration in compliance with Section 2(b)1.7.

Priority on Demand Registrations. If The Company may include Shares other than Registrable Shares in a Demand Registration for any accounts on the terms provided below, if such Demand Registration is an underwritten offering and includes securities for sale by offering, only with the Company, consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included Investor that in such registration, subject to the Company’s their reasonable approval) advises the Company, in writing, that, in its good faith judgment, opinion the number of securities requested Shares proposed to be included in such registration the Demand Registration exceeds the number of Shares which can be sold in such underwritten offering without materially and adversely affecting delaying or jeopardizing the marketability success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), then the Company will shall include in any such registration the maximum Demand Registration only such number of shares Shares that in the managing underwriter advises the Company reasonable opinion of such underwriters can be sold in such underwritten offering allocated as followswithout materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), which Shares will be so included in the following order of priority: (i) first, the Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders number of Registrable Securities and holders of Registrable Securities (as defined in Shares that the DB Holdings Registration Rights Agreement), with all such securities Investor proposes to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein sell and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities number of Shares proposed to be included on a pro rata basis therein by any other Persons (or including Shares to be sold for the account of the Company) allocated among such Persons in such other proportion mutually agreed upon among manner as the Company and such other holdersmay determine. If the number of Shares which can be sold is less than the number of Shares proposed to be registered pursuant to clause (i) based on above by the Investor, the amount of securities requested Shares to be included therein. If sold shall be allocated to 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 for purposes of Section 2(b)Investor.

Priority on Demand Registrations. If a The Company will not include in any Demand Registration is an underwritten offering and includes any securities for sale by that are not Registrable Securities without the Company, and prior written consent of the managing underwriter (such underwriter to be chosen by Holders of at least a majority of the Registrable Securities included in such registration. If the Company determines or, subject to in the Company’s reasonable approvalevent a Demand Registration is an underwritten offering, the managing underwriter(s) advises advise the Company, Company in writing, that, in its good faith judgment, that the number of Registrable Securities and, if permitted pursuant to the immediately preceding sentence, other securities requested to be included in such registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering therein without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration prior to the maximum inclusion of any securities which are not Registrable Securities the number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included (whether upon exercise of a Demand Registration right or upon exercise of the right to participate in such registration by a Demand Registration) that in the initiating opinion of the Company or such underwriter(s), as the case may be, can be sold without adversely affecting the marketability of the offering, pro rata among the respective Holders and securities thereof on the basis of other Holders the number of Registrable Securities and holders held by each such Holder; provided, however, that if, as a result of such pro-ration, the Requesting Holder shall not be entitled to include in a registration all Registrable Securities (as defined in of the DB Holdings Registration Rights Agreement), with all class that such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities Requesting Holder had requested to be included therein and (ii) secondincluded, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with then such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 registration shall not be deemed to have exercised count as a Demand Registration for purposes of under Section 2(b).

Priority on Demand Registrations. If a the managing underwriters in any Demand Registration pursuant to this Section 2 shall give written advice to the Company and the Stockholders that, in their opinion, there is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to Underwriters' Maximum Number of shares of Restricted Securities that may successfully be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as followsthen: (i) first, if the Registrable Underwriters' Maximum Number is less than the number of shares of Restricted Securities requested to be included in such registration, the Company will be obligated and required to include in such registration by that number of shares of Restricted Securities which does not exceed the initiating Holders Underwriters' Maximum Number, and securities such number of other Holders shares of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all such securities to Stock shall be included on a allocated pro rata basis (or in such other proportion mutually agreed among such Holders) based Stockholders on the amount basis of securities the number of shares of Restricted Securities requested to be included therein by each such Stockholder; and (ii) second, to if the extent that any other securities may be included without exceeding Underwriters' Maximum Number exceeds the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount number of securities requested to be included therein. If the initiating Holders are not allowed to register all shares of the Registrable Restricted Securities requested 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 Holders because registration for the account of allocations required by this section, such initiating Holders the Company and which shall not be deemed greater than such excess. Neither the Company nor any of its security holders (other than the Stockholders) shall be entitled to have exercised a include any securities in any underwritten Demand Registration for purposes unless (i) the holders of Section 2(b)sixty-six and two thirds percent (66 2/3%) of the Restricted Securities to be included in such Demand Registration by the Stockholders consent in writing to such inclusion and (ii) 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.

Priority on Demand Registrations. If With respect to any offering of Registrable Securities pursuant to a Demand Registration is in the form of an underwritten offering and includes offering, no securities to be sold for sale by 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 will not adversely affect the price or success of the offering (such an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing that the amount of Registrable Securities proposed to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject Demand Registration by Requesting Holders and Joining Holders is sufficiently large (even after exclusion of all securities of any other Person pursuant to the Company’s reasonable approvalimmediately preceding sentence) advises the Company, in writing, that, in its good faith judgmentto cause an Adverse Effect, the number of securities Registrable 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 registration exceeds Demand Registration bears to the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum total number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities that all Requesting Holders and Joining Holders requested to be included in such Demand Registration; provided that if, as a result of such pro-ration, any Requesting Holder or Joining Holder shall not be entitled to include in a registration by the initiating Holders and securities of other Holders of all Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all class that such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities Holder had requested to be included therein and (ii) secondincluded, such Holder may elect to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes withdraw its request to sell together with include such additional securities to be included on a pro rata basis (or Registrable Securities in such other proportion mutually agreed upon among registration or may reduce the Company and such other holders) based on the amount of securities number requested to be included therein. If included; provided, however, that (a) such request must be made in writing prior to the initiating Holders are not allowed to register all earlier of the Registrable Securities requested execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (b) such withdrawal or reduction shall 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 for purposes of Section 2(b)irrevocable.

Priority on Demand Registrations. If a the managing underwriters in any underwritten Demand Registration is an underwritten offering and includes securities for sale by shall give written advice to the Company, Company and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offeringan Underwriters' Maximum Number, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as followsthen: (i) firstthe 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 in therein by each such registration 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 such Holders) based on the amount of securities requested to be included therein Holder; and (ii) second, to if the extent that any other securities may be included without exceeding Underwriters' Maximum Number exceeds the limitations recommended number of Registrable Securities requested by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities Holders thereof to be included on a pro rata basis (or in such other proportion mutually agreed upon among registration, then the 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 holdersthan Holders of Registrable Securities) based shall be entitled to include any securities 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 amount of securities requested same terms and conditions as shall apply to the Registrable Securities to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by in such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)Registration.

Priority on Demand Registrations. If a the managing underwriters in any Demand Registration is an underwritten offering and includes securities for sale by shall give written advice to the Company, Company and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offeringan Underwriters' Maximum Number, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as followsthen: (i) firstthe 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 Securities requested by the Holders 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 initiating Holders Company to be included in such registration for the account of the Company and securities which shall not be greater than such excess; and (iii) if the Underwriters' Maximum Number exceeds the sum of other Holders the number of Registrable Securities and holders of Registrable Securities (as defined in which the DB Holdings Registration Rights Agreement), with all such securities Company shall be required to be included on a pro rata basis (or include in such other proportion mutually agreed among such Holders) based on Demand Registration and the amount number of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that which the Company proposes to offer and sell together with for its own account in such additional registration, 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 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 Securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)Registration.

Priority on Demand Registrations. The Corporation shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities initially requesting such registration. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter underwriters advise the Corporation in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be chosen by Holders included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within the price range acceptable to the holders of a majority of the Registrable Securities included initially requesting such registration, the Corporation will include in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration by that, in the initiating Holders and securities opinion of other Holders of Registrable Securities and such underwriters, can be sold in an orderly manner within such price range, pro rata among the respective 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 such Holders) based on the amount basis of the number of shares of such securities requested to be included therein and owned by each such holder, (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Investor Securities requested to be included in such registration by the Investor Stockholders pursuant to the Investor Rights Agreement that, in the opinion of such Holders because underwriters, can be sold in an orderly manner within such price range, pro rata among the respective holders of allocations required such securities on the basis of the number of shares of such securities owned by this sectioneach such holder, and (iii) third, other securities requested (and permitted) to be included in such initiating Holders shall not registration, if any, that, in the opinion of such underwriters, can be deemed to have exercised a Demand Registration for purposes sold in an orderly manner within such price range, pro rata among the holders of Section 2(b)such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. If (i) Whenever the Company shall effect a Demand Registration is in connection with an underwritten offering and includes securities for sale by the Companyone or more Initiating Holders, and the managing underwriter (such underwriter to no other securities, including other Registerable Securities shall be chosen by Holders of a majority of the Registrable Securities included in such registrationDemand Registration, subject unless (A) the managing underwriter(s) with respect to such Demand Registration shall have advised the Company’s reasonable approval) advises Company and each Initiating Holder whose Registerable Securities were included in the CompanyDemand Request, in writing, that, in its good faith judgment, that the number inclusion of such other securities requested to be included in would not adversely affect such registration exceeds the number which can be sold in such underwritten offering without materially and adversely affecting the marketability or (B) each of the offeringInitiating 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, then the Company will include in any such registration Demand Registration securities in the following order of priority until the maximum number of shares that securities included in the written advice of the managing underwriter advises the Company can underwriter(s) or unanimous consent of such Initiating Holders shall be sold in such offering allocated as followsreached: (iA) first, pro rata (based upon the Registrable amount of Registerable Securities) among the Registerable Securities requested to be 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 registration by Demand Registration where the initiating Holders and securities method of distribution shall be pursuant to an underwritten offering, (C) third, pro rata (based upon the amount of Registerable Securities) among all other Holders of Registrable Registerable Securities and holders of Registrable Securities (as defined included in the DB Holdings Registration Rights Agreement)Demand Request and Tag-Along Request(s) and (D) fourth, with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on upon the amount of securities requested to be included therein and (iiowned which carry registration rights) second, to the extent that any among all other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that to which the Company proposes to sell together with such additional securities to be included on has granted registration rights and for which a pro rata basis (or request for inclusion in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)shall have been made.

Priority on Demand Registrations. If a the managing underwriters in any Demand Registration is an underwritten offering and includes securities for sale by shall give written advice to the Company, Company and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offeringan Underwriters' Maximum Number, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as followsthen: (i) firstthe 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 Securities requested by the Holders 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 initiating Holders Company to be included in such registration for the account of the Company and securities which shall not be greater than such excess; and (iii) if the Underwriters' Maximum Number exceeds the sum of other Holders the number of Registrable Securities and holders of Registrable Securities (as defined in that the DB Holdings Registration Rights Agreement), with all such securities Company shall be required to be included on a pro rata basis (or include in such other proportion mutually agreed among such Holders) based on Demand Registration and the amount number of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to offer and sell together with for its own account in such additional registration, 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 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 Securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)Registration.

Priority on Demand Registrations. If a the managing underwriters in any Demand Registration pursuant to this Section 2 shall give written advice to the Company and the Stockholders that, in their opinion, there is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to Underwriters' Maximum Number of shares of Restricted Securities that may successfully be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as followsthen: (i) first, if the Registrable Underwriters' Maximum Number is less than the number of shares of Restricted Securities requested to be included in such registration, the Company will be obligated and required to include in such registration by that number of shares of Restricted Securities which does not exceed the initiating Holders Underwriters' Maximum Number, and securities such number of other Holders shares of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all such securities to Stock shall be included on a allocated pro rata basis (or in such other proportion mutually agreed among such Holders) based Stockholders on the amount basis of securities the number of shares of Restricted Securities requested to be included therein by each such Stockholder; and (ii) second, to if the extent that any other securities may be included without exceeding Underwriters' Maximum Number exceeds the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount number of securities requested to be included therein. If the initiating Holders are not allowed to register all shares of the Registrable Restricted Securities requested 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 Holders because registration for the account of allocations required by this section, such initiating Holders the Company and which shall not be deemed greater than such excess. Neither the Company nor any of its security holders (other than the Stockholders) shall be entitled to have exercised a include any securities in any underwritten Demand Registration for purposes of Section 2(b)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.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of underwriters advise the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, writing that, in its good faith judgmenttheir opinion, the number of Registrable Securities and other securities requested to be included in such registration offering exceeds the number which of securities that can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold an orderly manner in such offering allocated as follows: (i) first, within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration by registration, the initiating Holders and Company shall include in such registration, (i) first, prior to the inclusion of any securities of other Holders which are not Registrable Securities, the number of Registrable Securities and held by the Investor 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, (as defined in ii) second, the DB Holdings Registration Rights Agreement), with all such securities number of Registrable Securities held by other Stockholders requested to be included on a 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 (or iii) third, the number of other securities requested to be included which, in the opinion of such other proportion mutually agreed underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among such Holders) based the Company and the respective holders thereof on the basis of the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with each such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)holder.

Priority on Demand Registrations. If a The Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Securities without the Company, and prior written consent of the managing underwriter (such underwriter to be chosen by Holders holders of a majority of the Registrable Securities included in such registration, subject to . If a Demand Registration is an underwritten offering and the Company’s reasonable approval) advises managing underwriters advise the Company, Company in writing, that, writing that in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration exceeds the number which can be so sold in such offering without materially and adversely affecting the marketability following order of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as followspriorities: (i) first, the Registrable Securities requested to be included in such registration by registration, pro rata among the initiating Holders and securities holders of other Holders of such 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 such Holders) based on the amount basis of securities requested to be included therein the number of shares owned by each such holder, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included thereinin such registration. If Notwithstanding the initiating Holders are not allowed to register all foregoing, if a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of the Registrable Securities held by Management Members (or their family members) requested to be included in such offering would adversely affect the marketability of the offering, the Company shall be entitled to exclude from such offering the Registrable Securities held by such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(bManagement Members (or their family members).

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, managing underwriters advise the Company and the managing underwriter (such underwriter to be chosen by Holders of a majority selling holders of the Registrable Securities in writing that in their opinion the number of Registrable Securities requested to be included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, exceeds the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of proposed offering or the offeringoffering price, then the Company will include in any such registration the maximum number of shares that Registrable Securities which in the managing underwriter advises the Company opinion of such underwriters can be sold in without adversely affecting the proposed offering or the offering price, and such offering securities will be allocated as follows: (i) first, pro rata among the holders of Registrable Securities on the basis of the number of the Registrable 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 initiating Holders Company or its other securityholders in a Demand Registration which is an underwritten offering (subject to and securities in accordance with the provisions of other Holders of Registrable Securities Section 3(c)) and the managing underwriters advise the Company and the selling holders of Registrable Securities (as defined in writing that fewer than all of said other securities can be sold, in addition to all the DB Holdings Registration Rights Agreement)Registrable Securities being registered, with all without adversely affecting the proposed offering or the offering price in such underwritten offering, those other securities which are permitted to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to will be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon allocated among the Company and the other securityholders in such other holders) based on proportions as such securityholders and the amount of securities requested to be included 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 for purposes of Section 2(b)Company may agree.

Priority on Demand Registrations. If No securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration is an underwritten offering and includes securities for sale by the Company, and unless the managing 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 or success of the offering (such a "Material Adverse Effect"). Furthermore, in the 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 proposed to be chosen included in such Demand Registration by the Requesting Holders of is sufficiently large to cause a Material Adverse Effect, the Requesting Holders holding a majority of the Registrable Securities included in such registration, subject Shares held by the Requesting Holders for which registration was previously requested may withdraw their Demand Request by giving notice to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgmentand if withdrawn, the number Demand Request shall be deemed not to have been made for purposes of securities requested 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 registration exceeds Demand Registration shall equal the number of shares which the Company is so advised can be sold in such offering without materially a Material Adverse Effect, and adversely affecting such shares shall be allocated pro rata among the marketability Requesting Holders on the basis of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities Shares requested to be included in such registration 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 such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)by each such Requesting Holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the Majority Holders. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of or underwriters advise the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, writing that, in its good faith judgmentor their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering exceeds the number which of Registrable Securities and other securities, if any, that can be sold in without having an adverse effect on the price, timing or distribution of such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold relative rights to participate in such offering allocated as follows: (i) firstof the holders of Registrable Securities, the Registrable Securities requested holders of other securities having the right to be included include such securities in such registration by and the initiating Holders and securities Company shall be in the following order of other Holders priority: FIRST: The holders of Series C Preferred Stock shall be entitled to participate in the registration with respect to Series C 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 such Holders) based on the amount of securities requested Series C Registrable Securities held by each such holder; SECOND: The holders of Series B Preferred Stock shall be entitled to be included therein and (ii) second, participate in the registration with respect to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included Series B Registrable Securities on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Series B Registrable Securities requested held by each such holder; THIRD: The holders of Series A Preferred Stock shall be entitled to be included participate in the registration with respect to Series A Registrable Securities on a pro rata basis based on the amount of Series A Registrable Securities held by each such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b).holder;

Priority on Demand Registrations. If No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration is an underwritten offering and includes securities for sale by the Company, and unless the managing underwriter (or underwriters shall advise the Company or the Requesting Holders in writing that the inclusion of such underwriter to be chosen by Holders of a majority securities will not materially and adversely affect the price or completion of the offering (a "Material Adverse Effect"). Furthermore, in the event the managing underwriter or underwriters shall advise the Company or the Requesting Holders that the amount of Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested proposed to be included in such registration exceeds Demand Registration 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 shares which the Company is so advised can be sold in such offering without materially a Material Adverse Effect and adversely affecting such shares shall be allocated pro rata among the marketability Requesting Holders on the basis of the offering, then number of Registrable 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 will include 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 the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated other than representations and warranties as follows: to (i) first, the such Holder's ownership of his or its Registrable Securities requested to be included in such registration by the initiating Holders sold or Transferred free and securities clear of other Holders of Registrable Securities all liens, claims, and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)encumbrances, with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) secondsuch Holder's power and authority to effect such Transfer, and (iii) such matters pertaining to the extent that any other compliance with federal and state securities laws as may be included without exceeding reasonably requested; provided further, however, that the limitations recommended by obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, and the underwriter as aforesaidliability of each such Holder will be in proportion to, and provided further that such liability will be limited to, the securities that net amount received by such Holder from the Company proposes to sell together with such additional securities to be included on a pro rata basis (sale of his or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the its Registrable Securities requested pursuant 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 for purposes of Section 2(b)registration.

Priority on Demand Registrations. Station Corp. shall not include in any Demand Registration any securities which are not Registrable Securities of a Holder without the prior written consent of the Exercising Holder(s). If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included underwriters advise Station Corp. in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold an orderly manner in such offering allocated as follows: within a price range acceptable to the Exercising Holder(s), Station Corp. shall include in such Demand Registration (i) first, the Registrable Securities of the Holders on a pro rata basis based on the number of Registrable Securities requested to be included by such Holders in such Demand Registration; (ii) second, shares of Class A Common Stock or other shares of capital stock proposed to be sold by Station Corp.; and (iii) third, if permitted hereunder, any other securities requested to be included in such Demand Registration which securities, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering; provided, that, in the event the Holders are not permitted as a result of such underwriter’s advice to include at least 90% of the Registrable Securities requested to be included in such registration 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 such Holders) based on , then such request and related registration shall not count towards the amount number of securities requested to be included therein and (ii) second, to Demand Registrations which the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Major Holders are not allowed entitled to register all of the Registrable Securities requested request pursuant 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 for purposes of Section 2(b10.1(b).

Priority on Demand Registrations. If a Except as provided in Section 2(g), the Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Common Stock without the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders of a majority of the shares of Registrable Securities Common Stock to be included in such registration, subject to or, if such Demand Registration is an underwritten offering, without the Company’s reasonable approval) advises written consent of the Company, managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing, that, writing that in its good faith judgment, their opinion the number of securities requested shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting and/or that the marketability number of the offering, then the Company will include shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the maximum number price per share of shares that the managing underwriter advises the Company can Company's equity securities to be sold in such offering allocated as follows: (i) firstoffering, the Registrable Securities requested to be included Company shall include in such registration by only the initiating Holders and securities number of other shares of Registrable 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 shall be allocated pro rata among the Holders of Registrable Securities and Common Stock desiring to participate in such registration on the basis of the 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 Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)securities, with all such securities if any, desiring to be included on a pro rata basis (or participate in such other proportion mutually agreed among such Holders) registration based on the amount of such securities initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included registered by such Holders because of allocations required by this section, holders or as such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holders may otherwise agree.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject Subject to the Company’s reasonable approvalobligations under the Prior Registration Rights Agreement, the Company will not include in any underwritten registration pursuant to Section 1(a) any securities that are not Registrable Securities without the prior written consent of the Shareholder. If the managing underwriter advises the Company, in writing, that, Company that in its good faith judgment, opinion the number of Registrable Securities and Prior Holder Securities (and, if permitted hereunder, other securities requested to be included in such registration offering) exceeds the number which of securities that can be sold in such offering without materially and adversely affecting the marketability of the offering, then including the price at which the securities can be sold, the Company will include in any such registration offering the maximum number of shares securities that in the managing underwriter advises the Company 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 included in such offering allocated as followsthe following order of priority: (i) first, the Registrable Securities requested to be included and Prior Holder Securities, pro rata among the respective holders thereof participating in such registration by on the initiating Holders and securities basis of other Holders the aggregate number of Registrable Securities and holders or Prior Holder Securities, as applicable, owned by each such holder on the date of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all such securities to be included on a pro rata basis (request or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and manner as they may agree; (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional and (iii) third, any other securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among of the Company and such other holders) based on the amount of securities that have been requested to be included thereinso included. If Notwithstanding the initiating Holders are not allowed to register all foregoing, except as provided in the Prior Registration Rights Agreement, no employee of the Registrable Securities requested Company or any subsidiary thereof will be entitled to be included by participate, directly or indirectly, in any such Holders because registration to the extent that the managing underwriter (or, in the case of allocations required by this sectionan offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes employee in such registration would adversely affect the marketability or offering price of Section 2(b)the securities being sold in such registration.

Priority on Demand Registrations. If (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 offering and includes securities for sale by the CompanyUnderwritten Registration, and the managing underwriter of the Underwritten Offering relating thereto advises the Demanding Holders (or, in the case that such underwriter registration is not to be chosen by an Underwritten Registration, the Demanding Holders requesting registration determine in good faith) that the total amount of a majority 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 Registrable Securities securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will shall include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the all Registrable Securities requested to be included therein, up to the full amount that, in the view of such registration by managing underwriter or such Demanding Holders requesting registration, as the initiating 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 securities of the other Holders of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights AgreementHolders. Subject to Section 4.1(g), with all such securities if the number of shares to be included on a pro rata basis (or in any such offering is less than the aggregate number of Qualified Registrable Securities requested by Demanding Holders and the other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested Holders to be included therein. If the initiating Holders are not allowed to register all of , then the Registrable Securities requested 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 such Demanding Holders because of allocations required by this section, such initiating and the other Holders shall not to be deemed to have exercised a Demand Registration for purposes of Section 2(b)included therein.

Priority on Demand Registrations. If With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities 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 is an underwritten not being underwritten, the 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 and includes securities for sale by the CompanyRequesting Holders (an “Adverse Effect”). Furthermore, and in the event that the managing underwriter advises the Requesting Holders in writing (such underwriter 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 Registrable Securities proposed to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject Demand Registration by the 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 Company’s reasonable approvalimmediately preceding sentence) advises the Company, in writing, that, in its good faith judgmentto cause an Adverse Effect, the number of securities Registrable 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 registration exceeds Demand Registration by (ii) the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum aggregate number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration by the initiating Holders and securities of other Holders of all Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all class or series that such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities Holder had requested to be included therein and (ii) secondincluded, such Holder may elect to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes withdraw its request to sell together with include such additional securities to be included on a pro rata basis (or Registrable Securities in such other proportion mutually agreed upon among registration or may reduce the Company and such other holders) based on the amount of securities number requested to be included therein. If included; provided, however, that (a) such request must be made in writing prior to the initiating Holders are not allowed to register all earlier of the Registrable Securities requested execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall 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 for purposes of Section 2(b)irrevocable.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approvalunderwriter(s) advises the Company, Company in writing, that, writing that in its good faith judgment, opinion the number of Total Registrable Securities and other securities requested to be included in such registration offering exceeds the number of Total Registrable Securities and other securities, if any, which can may be sold in an orderly manner in such offering without materially and adversely affecting the marketability of offering (the offering“Optimal Number”), then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (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 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 registration up to the Optimal Number, pro rata among the holders of such 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 on the basis of the number of such Equity Securities each such holder proposes to sell therein, and (C) third, 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 initiating Holders and securities of holders thereof have been so included, any 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 such Holders) based on the amount of securities requested to be included therein in such 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 Optimal Number, or (ii) secondif a registration pursuant to Section 9C or Section 9D, (A) first, the Total Registrable 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 requested to be included in such registration up to the extent that any Optimal Number, pro rata among the holders of such Total Registrable Securities and other securities may be included without exceeding Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights on the limitations recommended by basis of the underwriter as aforesaid, the securities that the Company number of Total Registrable Securities and other such Equity Securities each such holder proposes to sell together with therein, and (B) second, if all Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such additional securities holders of Equity Securities have applicable demand and/or piggyback rights requested to be included on a pro rata basis (or in such registration by the holders thereof have been so included, any other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If in such registration up to a number of such securities that, when combined with the initiating Holders are not allowed to register all of the Total Registrable Securities requested 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 included by such Holders because of allocations required by this sectionless than or equal to the Optimal Number. Notwithstanding anything contained herein to the contrary, such initiating Holders the Company shall not be deemed obligated to have exercised sell for its own account any capital stock of the Company at a Demand Registration for purposes 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 2(b)9 and Section 12 shall not include any such obligation.

Priority on Demand Registrations. If No securities to be sold for the account of any Person (including the Company) other than Requesting Holders or Joining Holders shall be included in a Demand Registration is an underwritten offering and includes unless the lead managing underwriters shall advise the Requesting Holders in writing that the inclusion of such securities for sale by will not adversely affect the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority price or success of the offering (an "Adverse Effect"). Furthermore, in the event that the lead managing underwriters shall advise the Requesting Holders in writing that the amount of Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested proposed to be included in such registration exceeds Demand Registration 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 which can be sold in such offering without materially and adversely affecting or principal amount, as the marketability case may be, of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration by Demand Registration shall be allocated among all Requesting and Joining Holders pro rata based on the initiating Holders and securities of other Holders ratio which the number or principal amount, as the case may be, of Registrable Securities and holders each such Holder requests be included bears to the total number or principal amount, as the case may be, of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with of all such securities to Holders that have been requested be included on a pro rata basis (or in such other proportion mutually agreed among registration; provided that if, as a result of such Holders) based on pro-ration, any Holder shall not be entitled to include in a registration all Registrable Securities of the amount of securities class that such Holder has requested to be included therein and (ii) secondincluded, such Holder may elect to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes withdraw its request to sell together with include such additional securities to be included on a pro rata basis (or Registrable Securities in such other proportion mutually agreed upon among registration or may reduce the Company and such other holders) based on number or principal amount, as the amount of securities case may be, requested to be included therein. If included; provided, however, that (x) such request must be made in writing prior to the initiating Holders are not allowed to register all earlier of the Registrable Securities requested 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 included by such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)irrevocable.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Gulfport Investor Rights Agreement), with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b).

Priority on Demand Registrations. If a Demand Registration is for an underwritten offering and includes securities for sale by the Company, managing underwriters advise the Company and the managing underwriter (such underwriter to be chosen by Holders of a majority selling holders of the Registrable Securities in writing that in their opinion the number of Registrable Securities requested to be included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, exceeds the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of proposed offering or the offeringoffering price, then the Company will include in any such registration the maximum number of shares that Registrable Securities which in the managing underwriter advises the Company opinion of such underwriters can be sold in without adversely affecting the proposed offering or the offering price, and such offering securities will be allocated as follows: (i) first, pro rata among the holders of Registrable Securities on the basis of the number of the Registrable 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 initiating Holders Company or its other securityholders in a Demand Registration which is for an underwritten offering (subject to and securities in accordance with the provisions of other Holders of Registrable Securities Section 3(d)) and the managing underwriters advise the Company and the selling holders of Registrable Securities (as defined in writing that some but not all of said other securities can be sold without adversely affecting the DB Holdings Registration Rights Agreement)proposed offering or the offering price in such underwritten offering, with in addition to all such of the Registrable Securities being registered, those securities which are permitted to be included on a pro rata basis will be allocated (or in such other proportion mutually agreed among such Holdersi) based on first, to the amount of securities requested to be included therein Company and (ii) second, to the extent that 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 other such securityholders may withdraw their securities from a Demand Registration; provided, however, if the Demand Registration is for an underwritten offering, they may be included without exceeding do so only on the limitations recommended reasonable and customary terms agreed upon by the underwriter as aforesaid, the securities that the Company proposes to sell together with managing underwriters for such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)offering.

Priority on Demand Registrations. If a The Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by that are not Registrable Securities without the Company, and prior written consent of the managing underwriter (such underwriter to be chosen by Holders holders of a majority of the Registrable Securities included in such registration, subject to . If a Demand Registration is an underwritten offering and the Company’s reasonable approval) advises managing underwriters advise the Company, Company in writing, that, writing that in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting such Demand Registration, then the Company shall include in such registration only that number of securities which in the opinion of such underwriters can be sold in an orderly manner in such offering without materially and adversely affecting the marketability of the offeringoffering within such price range, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can with priority for inclusion to be sold in such offering allocated determined as follows: (i) first, the Registrable Securities requested to be included in such registration by registration, pro rata among the initiating Holders and securities respective holders thereof on the basis of other Holders the number of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)owned by each such holder, with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If in such registration, the initiating Holders are not allowed to register all inclusion of which the holders of a majority of the Registrable Securities requested to be included in such registration 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 thereof on the basis of the number of such securities owned by each such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including TERP) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). If a Demand Registration is an underwritten offering and includes securities for sale by the Companyoffering, and if the managing 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 number of Shares in such Registration Statement or prospectus supplement, as 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 be chosen by Holders of a majority of the Registrable Securities included in such registrationsell, subject (ii) second, any securities TERP proposes to the Company’s reasonable approvalsell and (iii) advises the Companythird, in writing, that, in its good faith judgment, the number of any other securities requested to be included in such registration exceeds 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 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 Shares which the Requesting Holders are so advised can be sold in such offering without materially an Adverse Effect and adversely affecting such Registrable Shares shall be allocated pro rata among the marketability Requesting Holders on the basis of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities Shares requested to be included in such registration 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 each such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)Requesting Holder.

Priority on Demand Registrations. If No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration is an underwritten offering and includes securities for sale by unless the Company, managing Underwriter or Underwriters shall advise the Company and the managing underwriter Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, distribution or timing of the offering (such underwriter a "Material Adverse Effect"). Any additional securities to be chosen by Holders of included in a majority of the Registrable Securities Demand Registration pursuant to this Section 2.01(f) shall be included in such registrationDemand Registration in accordance with their relative rights. Furthermore, subject 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 Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgmentimmediately preceding sentence, the number amount of securities requested Registrable Securities proposed to be included in such registration exceeds Demand Registration by Requesting Holders is sufficiently large to cause a 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 materially a Material Adverse Effect and adversely affecting such shares shall be allocated pro rata among the marketability Requesting Holders on the basis of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of each such Requesting Holder; provided, however, that if any 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 such Holders) based on the amount of securities requested to be included therein and registered pursuant to a Demand Registration under Section 2.01 are excluded from registration hereunder, then the Holder(s) having shares excluded (ii"Excluded Holders") secondshall have the right to withdraw all, to the extent or any part, of their shares from such registration; provided, further, that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all if less than 80% of the Registrable Securities requested to be included by in such Holders because of allocations required by this sectionDemand Registration are actually included therein, such initiating Holders shall registration will not be deemed to have exercised count as a Demand Registration for purposes of this Section 2(b)2.01.

Priority on Demand Registrations. If a The Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Securities without the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities to be included in such registration, subject to or, if such Demand Registration is an underwritten offering, without the Company’s reasonable approval) advises written consent of the Company, managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing, that, writing that in its good faith judgment, their opinion the number of securities requested Registrable Securities proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will shall include in any such registration only the maximum number of Registrable Securities which in the opinion of such managing underwriters can be sold; provided, however, that no shares that the managing underwriter advises 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 can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be are included in such registration by pursuant to the initiating Holders and securities exercise of other 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 shall be allocated pro rata among the Holders of Registrable Securities and holders desiring to participate in such registration on the basis of the 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 Securities (as defined in the DB Holdings Registration Rights Agreement), with all such securities proposed to be included on a sold, such excess shall be allocated pro rata basis (or among the other holders of Common Stock, if any, desiring to participate in such other proportion mutually agreed among such Holders) registration based on the amount of securities such Common Stock initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included registered by such Holders because of allocations required by this section, holders or as such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holders may otherwise agree.

Priority on Demand Registrations. If a The Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Securities without the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities to be included in such registration, subject to or, if such Demand Registration is an underwritten offering, without the Company’s reasonable approval) advises written consent of the Company, managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing, that, writing that in its good faith judgment, their opinion the number of securities requested Registrable Securities proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will shall include in any such registration only the maximum number of Registrable Securities which in the opinion of such managing underwriters can be sold. If the number of shares that the managing underwriter advises the Company which can be sold in such offering allocated as follows: (i) firstis less than the number of Registrable Securities proposed to be registered, the amount of Registrable Securities requested to be included in such registration by so sold shall be allocated pro rata among the initiating Holders and securities of other Holders of Registrable Securities and holders desiring to participate in such registration on the basis of the 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 Securities (as defined in the DB Holdings Registration Rights Agreement), with all such securities proposed to be included on a sold, such excess shall be allocated pro rata basis (or among the other holders of securities, if any, desiring to participate in such other proportion mutually agreed among such Holders) registration based on the amount of such securities initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included registered by such Holders because of allocations required by this section, holders or as such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holders may otherwise agree.

Priority on Demand Registrations. If a Except as provided in Section 2(g), the Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Common Stock without the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders of a majority of the shares of Registrable Securities Common Stock to be included in such registration, subject to or, if such Demand Registration is an underwritten offering, without the Company’s reasonable approval) advises written consent of the Company, managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing, that, writing that in its good faith judgment, their opinion the number of securities requested shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting and/or that the marketability number of the offering, then the Company will include shares of Registrable Common Stock proposed to be included in any such registration would adversely affect the maximum number price per share of shares that the managing underwriter advises the Company can Company’s equity securities to be sold in such offering allocated as follows: (i) firstoffering, the Registrable Securities requested to be included Company shall include in such registration by only the initiating Holders and securities number of other shares of Registrable 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 shall be allocated pro rata among the Holders of Registrable Securities and Common Stock desiring to participate in such registration on the basis of the 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 Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)securities, with all such securities if any, desiring to be included on a pro rata basis (or participate in such other proportion mutually agreed among such Holders) registration based on the amount of such securities initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included registered by such Holders because of allocations required by this section, holders or as such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holders may otherwise agree.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities 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 included in such Demand Registration. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of underwriters advise the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range specified in the Demand Request pursuant to Section 2(a) and without materially and adversely affecting the marketability of the offering, then the Company will shall include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: Demand Registration (iA) first, the number of Warburg Registrable Securities requested to be included in such registration pro rata, if necessary, among the holders of Warburg Registrable Securities based on the number of Warburg Registrable Securities owned by the initiating Holders each such Shareholder and (B) second, any other 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 Company requested to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based registration pro rata, if necessary, on the amount basis of the number of such other securities requested to be included therein by each such Shareholder; provided, that Registrable Securities held by employees of the Company shall be included in such Demand Registration only if, and (ii) second, only to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaidthat, the securities that managing underwriters advise the Company proposes to sell together with in writing that in their opinion such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to can be included by sold therein without adversely affecting the marketability of such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)offering.

Priority on Demand Registrations. If a The Company will not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Securities without the Company, and prior written consent of the managing underwriter (such underwriter to be chosen by Holders holders of a majority of the Registrable Securities included in such registration, subject to . If a Demand Registration is an underwritten offering and the Company’s reasonable approval) advises managing underwriters advise the Company, Company in writing, writing that, in its good faith judgmenttheir opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering therein without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the number of Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of (whether pursuant to this Section 1 or pursuant to Section 2; provided, however, that if any Xxxxxxxx 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 such Holders) based on the amount of securities are requested to be included therein in such registration pursuant to Section 2 at a time when no Demand Registration in respect of such Xxxxxxxx Registrable Securities could be initiated as a result of Section 1(a)(i) or (ii), then such Xxxxxxxx Registrable Securities shall be deemed for purposes of such registration to be subject to clause (ii) of this Section 1(e) rather than included within this clause (i)) which in the opinion of such underwriters can be sold without adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If in such Demand Registration, pro rata among the initiating Holders are not allowed to register all holders of such securities on the basis of the Registrable Securities requested to be included number of such securities owned by each such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holder.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included to be registered in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgmenta Demand Registration so elect, the number offering of securities 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 Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without is sufficiently large to materially and adversely affecting affect the marketability success of the such offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the initiating Holders Company and securities of other Holders of Registrable Securities and equity security holders of Registrable Securities 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, if any, as defined in the DB Holdings Registration Rights Agreementshall exist among them), in each case with all further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included on a pro rata basis (or in such other proportion mutually agreed among registration will not exceed that amount that can, in the opinion of such Holders) based on Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the amount of securities extent Registrable Securities so requested to be included therein and (ii) second, to registered are excluded from the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaidoffering, the securities that Holders of Registrable Securities, as a group, shall have the Company proposes right to sell together one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 be for purposes of Section 2(bless than 250,000 shares).

Priority on Demand Registrations. If a The Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Shares without the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities Shares to be included in such registration, subject to or, if such Demand Registration is an underwritten offering, without the Company’s reasonable approval) advises written consent of the Company, managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing, that, writing that in its good faith judgment, their opinion the number of securities requested shares of Registrable Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting the marketability of the having an adverse affect on such offering, then including the price at which such Registrable Shares can be sold, the Company will shall include in any such registration only the maximum number of shares that of Registrable Shares which in the opinion of such managing underwriter advises the Company underwriters can be sold in such offering without having the adverse effect referred to above. If the number of shares which can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Shares proposed to be registered, the amount of Registrable Shares to be so sold shall be allocated as follows: (i) first, the Registrable Securities Shares requested to be included therein by the Shareholder, (ii) second, the Registrable Shares requested to be included therein by the Initiating Holders, if any, pro rata among such Initiating Holders on the basis of the number of shares requested to be registered by such Initiating Holders; and (iii) third, the Registrable Shares requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration 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 such Holders) based on the amount of such securities initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included registered by such Holders because of allocations required by this section, holders or as such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holders may otherwise agree.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by the Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s 's reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that which the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of Registrable Securities and other holders of Registrable Securities (as defined in registration rights under the DB Holdings Holding Stockholder Registration Rights Agreement), with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holdersholders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included thereinsell. 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 for purposes of Section 2(b).

Priority on Demand Registrations. If No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration is an underwritten unless the managing 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 and includes (a "Pricing Material Adverse Effect"). Furthermore, in the event the managing Underwriter or Underwriters shall advise the Company or the Requesting Holders that even after exclusion of all securities for sale by of other Persons (including the Company) pursuant to the immediately preceding sentence, and the managing underwriter (such underwriter to be chosen by Holders amount of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested proposed to be included in such registration exceeds Demand Registration 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 shares which the Company and the Requesting Holders are so advised can be sold in such offering without materially a Pricing Material Adverse Effect and adversely affecting such shares shall be allocated pro rata among the marketability Requesting Holders on the basis of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration 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)each such Requesting Holder; provided, with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) secondhowever, to the extent that if any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 registered pursuant to have exercised a Demand Registration for purposes 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 Section 2(b)their shares from such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of underwriters advise the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold an orderly manner in such offering allocated as followswithin a price range acceptable to the Initiating Holders, the Company shall include in such registration: (i) first, the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares owned by such holders; (ii) second, the Management Registrable Securities requested to be included in such registration, pro rata among the holders of such Management Registrable Securities on the basis of the number of shares owned by such holders; and (iii) third, other securities which are not Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of pursuant to contractual registration rights ("Other Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights AgreementSecurities"), with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based the holders thereof on the amount basis of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount number of their securities requested to be included therein. If Without the initiating Holders are not allowed to register all consent of the Company and the holders of a majority of the Investor Registrable Securities requested to be included by in such Holders because registration, any Person other than holders of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Registrable Securities who participate in Demand Registrations must pay their share of the Registration for purposes of Expenses as provided in Section 2(b)5 below.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included to be registered in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgmenta Demand Registration so elect, the number offering of securities 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 Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without is sufficiently large to materially and adversely affecting affect the marketability success of the such offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) firstthe Holders of Registrable Securities held by the Cash Investors, the 2003 Noteholders and GeoLease purchasing or acquiring Registrable Securities pursuant to the Restructure Agreement (collectively, the "Purchasers") shall be entitled to participate in such Demand Registration (pro rata on the basis of the amount of Registrable Securities requested to be included in such registration by each such Purchaser) first; and (ii) the initiating Holders Company and securities of other Holders of Registrable Securities and equity security holders of Registrable Securities 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, if any, as defined in the DB Holdings Registration Rights Agreementshall exist among them), in each case with all further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included on a pro rata basis (or in such other proportion mutually agreed among registration will not exceed that amount that can, in the opinion of such Holders) based on Underwriters, be sold without any such material adverse effect. To the amount of securities extent Registrable Securities so requested to be included therein and (ii) second, to registered are excluded from the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaidoffering, the Purchasers who shall have initiated the Demand Registration, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of securities that the Company proposes to sell together with so excluded (but in no event shall such additional securities Demand Registration relate to be included on less than a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all majority of the shares in the aggregate of Registrable Securities requested to be included held by such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(band so excluded).

Priority on Demand Registrations. If a Except as provided in Section -------------------------------- 2(g), the Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Common Stock without the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders of a majority of the shares of Registrable Securities Common Stock to be included in such registration, subject to or, if such Demand Registration is an underwritten offering, without the Company’s reasonable approval) advises written consent of the Company, managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing, that, writing that in its good faith judgment, their opinion the number of securities requested shares of Registrable Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will shall include in any such registration only the maximum number of shares that of Registrable Common Stock which in the opinion of such managing underwriter advises underwriters can be sold. If the Company number of shares which can be sold in such offering allocated as follows: (i) firstis less than the number of shares of Registrable Common Stock proposed to be registered, the Registrable Securities requested amount of Regis- trable Common Stock to be included so sold shall be allocated pro rata among the Holders of Registrable Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Common Stock initially proposed to be registered by such Holders. If the initiating Holders and securities number of other Holders shares which can be sold exceeds the number of shares of Registrable Securities and Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)securities, with all such securities if any, desiring to be included on a pro rata basis (or participate in such other proportion mutually agreed among such Holders) registration based on the amount of such securities initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included registered by such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holders.

Priority on Demand Registrations. If the managing underwriters of a requested Demand Registration is an underwritten offering and includes securities for sale by advise the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of securities requested shares of Registrable Common Stock proposed to be included in any such registration exceeds the number which of securities that can be sold in such offering without materially and adversely affecting and/or that the marketability number of the offering, then the Company will include shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect the maximum price per share of the Company’s equity securities to be sold in such offering, the Company shall include in such registration only the number of shares of Registrable Common Stock that, in the opinion of such managing underwriters, can be sold. If the number of shares that the managing underwriter advises underwriters believe may be sold is less than the number of shares of Registrable Common Stock proposed to be registered, the Company can be sold in such offering allocated as follows: (i) first, shall allocate the amount of Registrable Securities requested Common Stock to be included so sold among the Holders pro rata on the basis of Registrable Common Stock offered for such registration by each Holder electing to participate in such registration by but only after giving first priority to any shares of Common Stock that the initiating Holders and securities Company may desire to sell in the offering. If the number of other Holders shares that the managing underwriters believe may be sold exceeds the number of shares of Registrable Securities and Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)Common Stock, with all such securities if any, desiring to be included on a pro rata basis (or participate in such other proportion mutually agreed among such Holders) registration based on the amount of securities such Common Stock initially requested to be included therein and (ii) second, registered by such holders or as such holders may otherwise agree but only after giving first priority to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities shares of Common Stock that the Company proposes may desire to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)offering.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of underwriters advise the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering therein without materially and adversely affecting the marketability marketability, proposed offering price, timing or method of distribution of the offering, then the Company will shall include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) firstprior to the inclusion of any securities which are not Registrable Securities, the number of Thriving Paws’ Registrable Securities and/or HH-Halo’s Registrable Securities requested to be included which, in the opinion of such registration by underwriters, can be sold, without any such adverse effect, pro rata among the initiating Holders and securities respective holders thereof on the basis of other Holders the amount of Registrable Securities and owned by each such holder relative to the total number of Registrable Securities held by Thriving Paws and/or HH-Halo that is requesting to include Registrable Securities in such Demand Registration as of the date the Company provided written notice of the Demand Registration to the holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)Securities, with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) without distinguishing between holders based on the amount of securities who initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)or otherwise.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and other securities requested to be chosen by Holders included in such offering exceeds the number of securities that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities included initially requesting registration, the Company shall include in such registration, subject prior to the Company’s reasonable approval) advises the Companyinclusion of any securities which are not Registrable Securities, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the number of Registrable Securities of the holders initially requesting registration requested to be included which in the opinion of such registration by underwriters can be sold in an orderly manner within the initiating Holders and securities price range of other Holders such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities and holders owned by each such holder, (ii) second, the number of Registrable Securities (as defined in of the DB Holdings Registration Rights Agreement), with all such securities other holders requested to be included on a 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 (or in such other proportion mutually agreed among such Holders) based on of the amount of Registrable Securities owned by each such holder, and (iii) third, the number of other securities requested to be included therein and (ii) secondwhich, to in the extent that any other securities may opinion of such underwriters, can be included without exceeding sold in an orderly manner within the limitations recommended by the underwriter as aforesaidprice range of such offering, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based the respective holders thereof on the basis of the amount of securities requested to be included thereinowned by the Company and each such holder. If To the initiating Holders are not allowed to register all extent more than 17.5% of the Registrable Securities so requested to be included registered by the holders initially requesting registration are excluded from an offering under Section 1(b) ("Section 1(b) Reload Event"), then such Holders because of allocations required by this section, such initiating Holders holder shall not be deemed have the right to have exercised a one additional Demand Registration for purposes under Section 1(b) upon the occurrence of each Section 2(b1(b).

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Majority Sponsors and the prior written consent of any Co-Investor that is unable to sell all Registrable Securities it requested to be included in such registration pursuant to Section 1.2 hereof. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approvalunderwriter(s) advises the Company, in writing, that, Company that in its good faith judgment, opinion the number of securities Registrable Securities and, if permitted hereunder, other securities, requested to be included in such registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering therein without materially and adversely affecting the marketability of the offering, then the Company will shall include in any such registration notwithstanding the maximum initial sentence of this Section 1.5, (a) prior to the inclusion of any securities that are not Registrable Securities, the number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration by offering that, in the initiating Holders and securities opinion of other Holders such managing underwriter(s), can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof, including the Management Shareholders to the extent provided in the Management Shareholder Agreement on the basis of the number of Registrable Securities and holders owned by each such holder, provided that if the number of securities that are Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all such securities to be that are included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on offering are less than 80% of the amount number of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by in such Holders because of allocations required by this sectionoffering, such initiating Holders offering shall not be deemed to have exercised a Demand Registration count for purposes of Section 2(b)calculating the number of Long-Form Registrations initiated by a Majority Sponsor, and (b) only then, securities that are not Registrable Securities, if the managing underwriter(s) has advised that such securities may be included.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and includes securities for sale by in which the CompanyInitiating Holders have consented to inclusion of additional Registrable Securities (other than Investor Registrable Securities), and the managing underwriter (such underwriter to be chosen by Holders of a majority of underwriters advise the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold an orderly manner in such offering allocated as followswithin a price range acceptable to the Initiating Holders, the Company shall include in such registration: (i) first, the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares owned by such holders; (ii) second, the Management Registrable Securities requested to be included in such registration, pro rata among the holders of such Management Registrable Securities on the basis of the number of shares owned by such holders; (iii) third, securities the Company wishes to sell; (iv) fourth, other Registrable Securities pro rata based on the number of shares owned by such holder or pursuant to such other allocation method determined by the Company and acceptable to the managing underwriters; and (v) fifth, other securities which are not Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of pursuant to contractual registration rights (“Other Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights AgreementSecurities”), with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based the holders thereof on the amount basis of the number of their securities requested to be included therein and (ii) second, or pursuant to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among allocation method determined by the Company and such other holders) based on acceptable to the amount of securities requested to be included thereinmanaging underwriters. If Without the initiating Holders are not allowed to register all consent of the Company and the holders of a majority of the Investor Registrable Securities requested to be included by in such Holders because registration, any Person other than holders of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Registrable Securities who participate in Demand Registrations must pay their share of the Registration for purposes of Expenses as provided in Section 2(b)5 below.

Priority on Demand Registrations. If a The Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Securities without the Company, and the managing underwriter (such underwriter to be chosen by prior written consent of Holders of a majority holding 10% or more of the Registrable Securities included in such Demand Registration who initially requested such registration, subject to which consent shall not be unreasonably withheld or delayed. If a Demand Registration involves an underwritten offering and the Company’s reasonable approval) managing underwriter of the requested Demand Registration advises the Company, Company and those Persons participating in writing, that, such offering in writing in its good faith judgment, opinion that: the number of securities requested Common Shares proposed to be included in the Demand Registration, including all Registrable Securities and (subject to the consent right in the immediately preceding sentence) any other Common Shares proposed to be included in such registration underwritten offering, (A) exceeds the number of Common Shares which can be sold in such offering without materially and underwritten offering, or (B) would adversely affecting affect the marketability price per share of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can Common Shares proposed to be sold in such offering allocated as follows: underwritten offering, then, in either instance, the Company shall include in such Demand Registration (iX) first, the Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders number of Registrable Securities and holders of Registrable Securities (as defined in that the DB Holdings Registration Rights Agreement), with all such securities to be included on a pro rata basis (or Holders participating in such other proportion mutually agreed among such Holdersoffering propose to sell, and (Y) based on (i) second, the amount number of securities requested Common Shares proposed to be included therein by any other Persons (including Common Shares to be sold for the account of the Company and/or other holders of Common Shares) allocated among such Persons in such manner as such other Persons and the managing underwriter may agree; or (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with shall allocate such additional securities number of Common Shares proposed to be included on a therein by other Persons in the Demand Registration pro rata basis (or among such respective Persons participating in such other proportion mutually agreed upon among the Company and such other holders) based Demand Registration on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all basis of the Registrable Securities requested to be included number of Common Shares owned by such Holders because Persons as compared to the aggregate number of allocations required Common Shares held by this sectionall Persons (in each case, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(bexcluding the Holders).

Priority on Demand Registrations. If a the managing underwriters in any Demand Registration pursuant to this Section 2 shall give written advice to the Company and the Stockholders that, in their opinion, there is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to Underwriters’ Maximum Number of shares of Restricted Securities that may successfully be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as followsthen: (i) first, if the Registrable Underwriters’ Maximum Number is less than the number of shares of Restricted Securities requested to be included in such registration, the Company will be obligated and required to include in such registration by that number of shares of Restricted Securities which does not exceed the initiating Holders Underwriters’ Maximum Number, and securities such number of other Holders shares of Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all such securities to Stock shall be included on a allocated pro rata basis (or in such other proportion mutually agreed among such Holders) based Stockholders on the amount basis of securities the number of shares of Restricted Securities requested to be included therein by each such Stockholder; and (ii) second, to if the extent that any other securities may be included without exceeding Underwriters’ Maximum Number exceeds the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount number of securities requested to be included therein. If the initiating Holders are not allowed to register all shares of the Registrable Restricted Securities requested 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 Holders because registration for the account of allocations required by this section, such initiating Holders the Company and which shall not be deemed greater than such excess. Neither the Company nor any of its security holders (other than the Stockholders) shall be entitled to have exercised a include any securities in any underwritten Demand Registration for purposes unless (i) the holders of Section 2(b)sixty-six and two thirds percent (66 2/3%) of the Restricted Securities to be included in such Demand Registration by the Stockholders consent in writing to such inclusion and (ii) 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.

Priority on Demand Registrations. If a the managing underwriters in any underwritten Demand Registration is an underwritten offering and includes securities for sale by shall give written advice to the Company, Company and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Investor Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offeringan Underwriters' Maximum Number, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as followsthen: (i) firstthe Company will be obligated and required to include in such registration that number of Investor 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 Investor Registrable Securities shall be allocated PRO RATA among the Holders of such Investor Registrable Securities on the basis of the number of Investor Registrable Securities requested to be included therein by each such Holder; (ii) if the Underwriters' Maximum Number exceeds the number of Investor Registrable Securities requested by the Holders thereof to be included in such registration, then the Company will be obligated and required to include in such registration that number of Other Registrable Securities requested 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 thereof to be included on a pro rata basis (or in such other proportion mutually agreed registration and which does not exceed such excess and such Other Registrable Securities shall be allocated PRO RATA among such Holders) based the Holders thereof on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the number of Other Registrable Securities requested to be included therein by each such Holder; (iii) if the Underwriters' Maximum Number exceeds the number of Registrable Securities requested by the Holders because thereof to be included in such registration, then the Company will be entitled to include in such registration that number of allocations required securities which shall have been requested by this section, the Company to be included in such initiating Holders registration for the account of the Company and which shall not be deemed 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 have exercised a include in such Demand Registration and the number of securities which the Company proposes to offer and sell for purposes its own account in such registration, then the Company may include in such registration that number of Section 2(b)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 stockholders (other than Holders of Investor Registrable Securities) shall be entitled to include any securities 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 Investor Registrable Securities to be included in such Demand Registration.

Priority on Demand Registrations. Either the Company or the Majority Holders shall have the right to determine whether a Demand Registration shall be an underwritten offering; provided that, if the Demand Registration is an underwritten offering, all Holders participating in the Demand Registration shall agree to participate in the underwritten offering. If a Demand Registration is an underwritten offering and includes securities for sale by the Companyoffering, and the managing underwriter (such underwriter to be chosen by underwriters advise the Company and the Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of shares of Underlying Shares or shares of Restricted Stock requested to be included exceeds the number of shares of Underlying Shares or shares of Restricted Stock which, under then current market conditions, can be sold in such offering at the price expected to be obtained for such shares by the Holders in a commercially reasonable sale, the Company will include in such registration prior to the inclusion of any securities which are not Underlying Shares or shares of Restricted Stock owned by the Holders the number of shares of Holders’ Underlying Shares or shares of Restricted Stock requested to be included which in the opinion of such underwriters can be sold, pro rated among the Holders based upon the number of Underlying Shares or shares of Restricted Stock owned by them, and the balance of the Underlying Shares or shares of Restricted Stock which the Holders requested to be included in such registration exceeds offering shall be withheld from sale for such period of time as shall be mutually acceptable to the number which can be sold in such offering without materially Holders and adversely affecting requested by the marketability underwriters (but not to exceed one hundred twenty (120) days from the effective date of the offering, then registration statement); provided that nothing herein contained shall be deemed or construed to require any Holder which owns securities of the Company will include acquired other than by reason of the exercise of any Warrant, in whole or in part, to withhold such securities from sale during any such period of time, nor shall any Holder be required during such period of time to refrain from selling its Warrant, Underlying Shares or shares of Restricted Stock, in whole or in part, if any such sale shall be pursuant to a private placement to an Institutional Holder within the provisions of an exemption from the registration requirements under the maximum number Securities Act or is consummated within the limitations or Rule 144 promulgated under the Securities Act. No securities of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) firstany Person, the Registrable Securities requested to other than a Holder, may be included in such any registration by pursuant to Section 10.1 hereof without 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 such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all written consent 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 for purposes of Section 2(b)Majority Holders.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included to be registered in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgmenta Demand Registration so elect, the number offering of securities 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 Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without is sufficiently large to materially and adversely affecting affect the marketability success of the such offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (pro rata on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the initiating Holders Company and securities of other Holders of Registrable Securities and equity security holders of Registrable Securities 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, if any, as defined in the DB Holdings Registration Rights Agreementshall exist among them), in each case with all further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included on a pro rata basis (or in such other proportion mutually agreed among registration will not exceed that amount that can, in the opinion of such Holders) based on Underwriters, be sold without any such material adverse effect. To the amount of securities extent Registrable Securities so requested to be included therein and (ii) second, to registered are excluded from the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaidoffering, the Holder or Holders who shall have initiated the Demand Registration shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of securities that the Company proposes to sell together with so excluded (but in no event shall such additional securities Demand Registration relate to be included on less than a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all majority of the shares in the aggregate of Registrable Securities requested to be included held by such initiating Holder or Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(band so excluded).

Priority on Demand Registrations. If a the Demand Registration is an underwritten offering and includes securities for sale by the Company, Public Offering and the managing underwriter (underwriters for such underwriter to be chosen by Demand Registration advise the Company and applicable Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration Demand Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering without materially and adversely affecting the marketability marketability, proposed offering price range acceptable to the Holders beneficially owning a majority of the Registrable Securities initially requested to be included in the Demand Registration, timing or method of distribution of the offering, then the Company will shall include in any such registration Demand Registration the maximum number of shares that the managing underwriter advises the Company Registrable Securities which can be sold without such adverse effect in such offering allocated as followsthe following order of priority: (i) first, the Registrable Securities beneficially owned by Holders requested to be included in such registration by Demand Registration, allocated pro rata among the initiating respective Holders and securities beneficially owning such Registrable Securities on the basis of other Holders the number of Registrable Securities and holders of Registrable Securities beneficially owned by each such Holder; (as defined in the DB Holdings Registration Rights Agreement)ii) second, with all such any securities to be sold by the Company for its own account requested to be included on a pro rata basis (or in such Demand Registration by the Company; and (iii) third, other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, in such Demand Registration to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities permitted hereunder; provided that the Company proposes shall not include in any Demand Registration any such securities pursuant to sell together with such additional securities to be included on the foregoing clause (iii) which are not Registrable Securities without the prior written consent of the Holders beneficially owning a pro rata basis (or in such other proportion mutually agreed upon among majority of the Company and such other holders) based on the amount of securities Registrable Securities initially requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by in such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)Registration.

Priority on Demand Registrations. If a any Demand Registration or any registration effected pursuant to Section 3.3 hereof is an underwritten offering and includes securities for sale by the Companyoffering, and the managing underwriter (such underwriter underwriters shall give written advice to be chosen by the Company and the Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration that, in the good faith opinion of such managing underwriters, marketing factors require a limitation on the total number of securities to be underwritten (in this paragraph 3.1.5. called the 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 such Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (ii) subject to paragraph 3.2.4.1. hereof, if the Underwriters' Maximum Number exceeds the number which can of Registrable Securities requested by all Holders thereof to be sold included in such offering without materially and adversely affecting the marketability of the offeringregistration, then the Company will be entitled to include in any such registration the maximum that number of shares that the managing underwriter advises securities which shall have been requested by the Company can to be sold included in such offering allocated as follows: registration for the account of the Company and which shall not be greater than such excess; and (iiii) firstsubject to 3.2.4.1. hereof, if the Underwriters' Maximum Number exceeds the number of Registrable Securities requested by the Holders thereof to be included in such registration and that number of securities which shall have been requested by the Company to be included in such registration for the account of the Company, then the Company will be obligated and required to include in such registration that number of Registrable Securities which shall have been requested to be included in such registration by the initiating Holders thereof and securities which shall not be greater than such excess; and (iv) subject to 3.2.4.1. hereof, if the Underwriters' Maximum Number exceeds the sum of other Holders the number of Registrable Securities and holders of Registrable Securities (as defined in which the DB Holdings Registration Rights Agreement), with all such securities Company shall be required to be included on a pro rata basis (or include in such other proportion mutually agreed among such Holders) based on Demand Registration and the amount number of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that which the Company proposes to offer and sell together with for its own account in such additional registration, then the Company may include in such registration that number of other securities to which persons (other than the Holders as such) shall have requested be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company registration and such other holders) based on the amount of securities requested to be included 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 which shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)greater than such excess.

Priority on Demand Registrations. If a Except as provided in Section 2(g), the Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Common Shares without the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders of a majority of the shares of Registrable Securities Common Shares to be included in such registration, subject to or, if such Demand Registration is an underwritten offering, without the Company’s reasonable approval) advises written consent of the Company, managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing, that, writing that in its good faith judgment, their opinion the number of securities requested shares of Registrable Common Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting and/or that the marketability number of the offering, then the Company will include shares of Registrable Common Shares proposed to be included in any such registration would adversely affect the maximum number price per share of shares that the managing underwriter advises the Company can Company’s equity securities to be sold in such offering allocated as follows: (i) firstoffering, the Registrable Securities requested to be included Company shall include in such registration by only the initiating Holders and securities number of other shares of Registrable Common Shares 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 Shares proposed to be registered, the amount of Registrable Common Shares to be so sold shall be allocated pro rata among the Holders of Registrable Securities and Common Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Shares initially proposed to be registered by such Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)securities, with all such securities if any, desiring to be included on a pro rata basis (or participate in such other proportion mutually agreed among such Holders) registration based on the amount of such securities initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included registered by such Holders because of allocations required by this section, holders or as such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holders may otherwise agree.

Priority on Demand Registrations. If No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration is an underwritten offering and includes securities for sale by (other than a Shelf Registration) unless the Company, managing Underwriter or Underwriters shall advise the Company and the managing underwriter Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, distribution or timing of the offering (such underwriter a "Material Adverse Effect"). Any additional securities to be chosen by Holders of included in a majority of the Registrable Securities Demand Registration pursuant to this Section 2.01(f) shall be included in such registrationDemand Registration in accordance with their relative rights. Furthermore, subject 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 Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgmentimmediately preceding sentence, the number amount of securities requested Registrable Securities proposed to be included in such registration exceeds Demand Registration by the Requesting Holders is sufficiently large to cause a 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 materially a Material Adverse Effect and adversely affecting such shares shall be allocated pro rata among the marketability Requesting Holders on the basis of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of each such Requesting Holder; provided, however, that if any 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 such Holders) based on the amount of securities requested to be included therein and registered pursuant to a Demand Registration under Section 2.01 are excluded from registration hereunder, then the Holder(s) having shares excluded (ii"Excluded Holders") secondshall have the right to withdraw all, to the extent or any part, of their shares from such registration; provided, further, that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all if less than 80% of the Registrable Securities requested to be included by in such Holders because of allocations required by this sectionDemand Registration are actually included therein, such initiating Holders shall registration will not be deemed to have exercised count as a Demand Registration for purposes of this Section 2(b)2.01.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, managing underwriters advise the Company and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, Holder that, in its good faith judgmentsuch underwriter’s opinion, the aggregate number of securities requested to be included in such registration offering by the Holder together with securities required to be included by the Company pursuant to requests of the Other Stockholders pursuant to the Other Agreement exceeds the number of securities which can be sold in an orderly manner in such offering without materially within a price range acceptable to the Holder and adversely affecting the marketability a majority of the offeringoutstanding Registrable Securities (as such term is defined in the Other Agreement and referred to herein as the “Other Registrable Securities”) requesting registration under the Other Agreement, then the Company will include in such registration, prior to the inclusion of any such registration other securities, the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration 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 such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by the Holder together with securities of the Other Stockholders required to be included, which, in the opinion of such Holders because underwriters, can be sold in an orderly manner within such price range, pro rata among the Holder and the respective Other Stockholders on the basis of allocations required the number of shares of Registrable Securities owned by this section, such initiating Holders shall not be deemed to have exercised a the Holder and the number of securities owned by the Other Stockholders eligible for inclusion in the Demand Registration for purposes of Section 2(b)pursuant to the Other Agreement on a fully diluted basis outstanding immediately prior to such registration.

Priority on Demand Registrations. If a Demand The Company will not include in any Long-Form Registration is an underwritten offering and includes or Short-Form Registration any securities for sale by (other than Company Registrable Securities) which are not Registrable Securities without the Company, and prior written consent of the managing underwriter (such underwriter to be chosen by Holders holders of at least a majority of the Registrable Securities included in such registration, subject to . If a Long-Form Registration or a Short-Form Registration is an underwritten offering and the Company’s reasonable approval) advises managing underwriters advise the Company, Company in writing, that, writing that in its good faith judgment, their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such registration offering) exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering therein without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, (x) if no Company Registrable Securities are requested to be included in such registration, the number of Investor Registrable Securities requested to be included in such registration by pro rata, if necessary, among the initiating Holders and securities holders of other Holders of Investor 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 such Holders) based on the amount number of securities shares of Investor Registrable Securities owned by each such holder, and (y) if Company Registrable Securities are requested to be included therein in such registration (and permitted to be included pursuant to the terms hereof), the number of Investor Registrable Securities and Company Registrable Securities requested to be included in such registration pro rata, if necessary, among the Company Registrable Securities and the holders of Investor Registrable Securities based on the number of shares of Investor Registrable Securities and Company Registrable Securities requested to be included therein, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b).in such

Priority on Demand Registrations. Section 1(e) of the Registration Rights Agreement shall be deleted in its entirety and amended to read as follows: “The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and includes securities for sale by in which the CompanyInitiating Holders have consented to inclusion of additional Registrable Securities, and the managing underwriter (such underwriter to be chosen by Holders of a majority of underwriters advise the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold an orderly manner in such offering allocated as followswithin a price range acceptable to the Initiating Holders, the Company shall include in such registration: (i) first, the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares owned by such holders; (ii) second, the Management Registrable Securities requested to be included in such registration, pro rata among the holders of such Management Registrable Securities on the basis of the number of shares owned by such holders; (iii) third, securities the Company wishes to sell; (iv) fourth, other Registrable Securities pro rata based on the number of shares owned by such holder or pursuant to such other allocation method determined by the Company and acceptable to the managing underwriters; and (v) fifth, other securities which are not Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of pursuant to contractual registration rights (“Other Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights AgreementSecurities”), with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based the holders thereof on the amount basis of the number of their securities requested to be included therein and (ii) second, or pursuant to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among allocation method determined by the Company and such other holders) based on acceptable to the amount of securities requested to be included thereinmanaging underwriters. If Without the initiating Holders are not allowed to register all consent of the Company and the holders of a majority of the Investor Registrable Securities requested to be included by in such Holders because registration, any Person other than holders of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Registrable Securities who participate in Demand Registrations must pay their share of the Registration for purposes of Expenses as provided in Section 2(b)5 below.”

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included to be registered in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgmenta Demand Registration so elect, the number offering of securities 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 Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without is sufficiently large to materially and adversely affecting affect the marketability success of the such offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the initiating Holders Company and securities of other Holders of Registrable Securities and equity security holders of Registrable Securities 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, if any, as defined in the DB Holdings Registration Rights Agreementshall exist among them), in each case with all further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included on a pro rata basis (or in such other proportion mutually agreed among registration will not exceed that amount that can, in the opinion of such Holders) based on Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the amount of securities extent Registrable Securities so requested to be included therein and (ii) second, to registered are excluded from the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaidoffering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of securities that the Company proposes to sell together with so excluded (but in no event shall such additional securities to Demand Registration be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the for less than $1,000,000 principal amount of securities requested to be included 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 for purposes of Section 2(bSecurities).

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by the Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that which the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of Registrable Securities and other holders of Registrable Securities (as defined in registration rights under the DB Holdings Existing Registration Rights Agreement), with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holdersholders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included thereinsell. 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 for purposes of Section 2(b).

Priority on Demand Registrations. The Company will not -------------------------------- include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Xxxx Registrable Securities or, in the case where the holders of Intel Registrable Securities or Bear Xxxxxxx Registrable Securities have made a Demand pursuant to Section 1, the holders of a majority of Intel Registrable Securities or Bear Xxxxxxx Registrable Securities, respectively. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter underwriters advise the Company in writing (such underwriter with a copy to be chosen by Holders each party hereto requesting registration of a majority of the Registrable Securities included Securities) that in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering therein without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration prior to the maximum number inclusion of shares that the managing underwriter advises the Company can be sold in such offering allocated as followsany securities which are not Registrable Securities: (i) firstsubject to the proviso set forth below, not less than 20% of the securities requested to be registered by the holders requesting such Demand Registration, (ii) the number of Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of Registrable Securities and holders of Registrable Securities (as defined which in the DB Holdings opinion of such underwriters can be sold without adversely affecting the marketability of the offering, (1) subject to the proviso set forth below, first pro rata among the respective holders requesting such Demand Registration Rights Agreementunder Section 1(a), with all such securities to be included on a pro rata basis and then (or in such other proportion mutually agreed among such Holders2) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may additional Registrable Securities can still be included without exceeding the limitations recommended by the underwriter as aforesaidincluded, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based respective holders of the remaining Registrable Securities on the basis of the amount of Registrable Securities owned by each such holder and then (3) to the extent that any securities requested to be included therein. If the initiating Holders which are not allowed to register all Registrable Securities can still be included, pro rata among the respective holders thereof on the basis of the amount of such securities owned by each such holder; provided, however, that the priorities set forth in clauses (i) and (ii)(1) set forth above shall not apply if holders of Registrable Securities requested to be included by such Holders because making the Demand have registered any Registrable Securities in the six months preceding the date of allocations required by this sectionthe Demand. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company's expense, such initiating Holders shall not be deemed to have exercised a Demand if any, must pay their share of the Registration for purposes of Expenses as provided in Section 2(b).5 hereof. --------- * * * * *

Priority on Demand Registrations. If a the managing underwriters in any underwritten Demand Registration is an underwritten offering and includes securities for sale by shall give written advice to the Company, Company and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offeringan Underwriters' Maximum Number, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as followsthen: (i) firstthe 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 Securities requested by the Holders 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 initiating Holders Company to be included in such registration for the account of the Company and securities which shall not be greater than such excess; and (iii) if the Underwriters' Maximum Number exceeds the sum of other Holders the number of Registrable Securities and holders of Registrable Securities (as defined in which the DB Holdings Registration Rights Agreement), with all such securities Company shall be required to be included on a pro rata basis (or include in such other proportion mutually agreed among such Holders) based on Demand Registration and the amount number of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that which the Company proposes to offer and sell together with for its own account in such additional registration, 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 stockholders (other than Holders of Registrable Securities) shall be entitled to include any securities 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 Securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)Registration.

Priority on Demand Registrations. If a Subject to the provisions of this Section 2, the Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by other than Registrable Securities without: (i) the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders of representing at least a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of securities requested to be included in such registration and (ii) if such Demand Registration is an underwritten offering, the consent of the managing underwriter(s). If the managing underwriter(s) in any requested Demand Registration advise(s) the Company and the Initiating Holders of the Registrable Securities proposed to be registered in writing that in its or their opinion the number of Registrable Securities proposed to be included in any such registration exceeds the largest number of securities that can be expected to be sold in such offering and/or that the number of Registrable Securities proposed to be included in any such registration would have an adverse effect on the offering, including the price per share at which the Company’s equity securities can be sold in such offering offering, the Company shall include in such registration only the number of Registrable Securities that in the opinion of such managing underwriter(s) can be sold without materially and adversely affecting the marketability of offering; provided, however, that the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can Registrable Securities to be sold in such offering allocated as follows: (i) firstunderwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. If the number of Registrable Securities that can be sold is less than the number of Registrable Securities proposed to be registered, the number of Registrable Securities requested to be included in such registration by so sold shall be allocated pro rata among the initiating Holders and securities of other Holders of Registrable Securities and holders that desire to participate in such registration on the basis of the amount 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 beneficially owned by such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b).

Priority on Demand Registrations. If a The Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Securities without the Company, and prior written consent of the managing underwriter (such underwriter to be chosen by Holders holders of a majority of the CSO Registrable Securities. If in connection with a Demand Registration the managing underwriters advise the Company and the holders of Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, writing that in writing, that, in its good faith judgment, their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold an orderly manner in such offering allocated as follows: within a price range acceptable to the holders of a majority of the CSO Registrable Securities, the Company shall include in such registration (i) first, the Registrable Securities requested to be included in such registration registration, allocated pro rata among the Funds, the holders of CSO Registrable Securities and the Executives based on the number Registrable Securities owned, in the aggregate, by the initiating Holders Funds, the holders of CSO Registrable Securities and securities the Executives, respectively (with the Registrable Securities which are included in the registration for the Funds, the holders of other Holders CSO Registrable Securities and the Executives being allocated among the holders within each such group pro rata based on the number of Registrable Securities and holders of Registrable Securities (as defined in owned by each holder within the DB Holdings Registration Rights Agreement), with all such securities to be included on a pro rata basis (group or in such other proportion mutually agreed among such Holders) based on manner as the amount of securities requested to be included therein holders within each group shall otherwise agree), and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by in such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)registration.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities, other than securities of the Company to be offered by the Company (the “Company Offered Securities”), without the prior written consent of the Holders of a majority of the Registrable Securities. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approvalunderwriter(s) advises the Company, Company in writing, that, writing that in its good faith judgment, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering therein without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, pro rata among the Holders on the basis of the percentage of Registrable Securities (on an as-converted basis, if applicable) requested to be included in such registration statement by such Holders; (ii) second, pro rata among any holders of piggyback registration rights (other than the Holders) on the basis of the percentage of the number of shares of Common Stock requested to be included in such Registration Statement by such holders; and (iii) third, shares of Common Stock to be sold for the Company’s account for which inclusion in such registration statement was requested by the Company. For the avoidance of doubt, if the total number or dollar amount of Registrable Securities requested to be included in the registration statement pursuant to this Section 1.5 exceeds the maximum number or amount that the managing underwriter or underwriters believe can be sold without adversely affecting the success of such registration by the initiating Holders and securities of offering, no securities, other Holders of than Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)Securities, with all such securities to will be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included covered by such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b).registration. 1.6

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, managing underwriters advise the Company and the managing underwriter (such underwriter to be chosen by Holders of a majority selling holders of the Registrable Securities in writing that in their opinion the number of Registrable Securities requested to be included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, exceeds the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of proposed offering or the offeringoffering price, then the Company will include in any such registration the maximum number of shares that Registrable Securities which in the managing underwriter advises the Company opinion of such underwriters can be sold in without adversely affecting the proposed offering or the offering price, and such offering securities will be allocated as follows: (i) first, pro rata among the holders of Registrable Securities on the basis of the number of the Registrable 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 initiating Holders Company or its other securityholders in a Demand Registration which is an underwritten offering (subject to and securities in accordance with the provisions of other Holders of Registrable Securities Section 3(d)) and the managing underwriters advise the Company and the selling holders of Registrable Securities (as defined in writing that some but not all of said other securities can be sold without adversely affecting the DB Holdings Registration Rights Agreement)proposed offering or the offering price in such underwritten offering, with in addition to all such of the Registrable Securities being registered, those securities which are permitted to be included on a pro rata basis will be allocated (or in such other proportion mutually agreed among such Holdersi) based on first, to the amount of securities requested to be included therein Company and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter securityholders of such securities, allocated among them in such proportions as aforesaid, the securities that such securityholders and the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)may agree.

Priority on Demand Registrations. If a Except as provided in Section 2(g), the Company shall not include in any Demand Registration is an underwritten offering and includes any securities for sale by which are not Registrable Common Shares without the Company, and written consent of the managing underwriter (such underwriter to be chosen by Holders of a majority of the shares of Registrable Securities Common Shares to be included in such registration, subject to or, if such Demand Registration is an underwritten offering, without the Company’s reasonable approval) advises written consent of the Company, managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing, that, writing that in its good faith judgment, their opinion the number of securities requested shares of Registrable Common Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without materially and adversely affecting and/or that the marketability number of the offering, then the Company will include shares of Registrable Common Shares proposed to be included in any such registration would adversely affect the maximum number price per share of shares that the managing underwriter advises the Company can Company’s equity securities to be sold in such offering allocated as follows: (i) firstoffering, the Registrable Securities requested to be included Company shall include in such registration by only the initiating Holders and securities number of other shares of Registrable Common Shares 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 Shares proposed to be registered, the amount of Registrable Common Shares to be so sold shall be allocated pro rata among the Holders of Registrable Securities and Common Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Shares initially proposed to be registered by such Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Common Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)securities, with all such securities if any, desiring to be included on a pro rata basis (or participate in such other proportion mutually agreed among such Holders) registration based on the amount of such securities initially requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included registered by such Holders because of allocations required by this section, holders or as such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holders may otherwise agree.

Priority on Demand Registrations. If (A) Whenever the Company shall effect a Demand Registration is in connection with an underwritten offering and includes by one or more Initiating Holders, no other securities for sale by the Companyincluding other Registerable Securities, and the managing underwriter (such underwriter to shall be chosen by Holders of a majority of the Registrable Securities included in such registrationDemand Registration, subject including other Securities, Registerable unless (1) the managing underwriter(s) with respect to such Demand Registration shall have advised the Company’s reasonable approval) advises Company and each Initiating Holder whose Registerable Securities were included in the CompanyDemand Request, in writing, that, in its good faith judgment, that the number inclusion of such other securities requested to be included in would not adversely affect such registration exceeds the number which can be sold in such underwritten offering without materially and adversely affecting the marketability or (2) each of the offeringInitiating 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, then the Company will include in any such registration Demand Registration securities in the following order of priority until the maximum number of shares that securities included in the written advice of the managing underwriter advises the Company can underwriter(s) or unanimous consent of such Initiating Holders shall be sold in such offering allocated as followsreached: (i1) first, pro rata on an aggregate basis (based upon the Registrable amount of Registerable Securities) among the Registerable Securities requested to be included in such registration by the initiating Holders Demand Request which are subject to the underwritten offering and securities the Registerable Securities of other Holders Rightsholder who have given a Tag-Along Request with respect to such Demand Registration where the method of Registrable Securities distribution shall be pursuant to an underwritten offering, and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)2) second, with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on upon the amount of securities requested to be included therein and (iiowned which carry registration rights) second, to the extent that any among all other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that to which the Company proposes to sell together with such additional securities to be included on has granted registration rights and for which a pro rata basis (or request for inclusion in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)shall have been made.

Priority on Demand Registrations. If No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration is if the managing Underwriter(s) shall advise the Requesting Holders 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, (i) with respect to a Demand Request made by an underwritten offering and includes securities SCF Demand Holder, all other SCF Holders who desire to participate in such Demand Registration and, for sale the first two (2) Demand Requests made by the CompanySCF Demand Holders only, and all Non-SCF Holders who have the managing underwriter right to participate in such Demand Registration in accordance with paragraph (such underwriter e) below or pursuant to an exercise of their rights under Section 2.2, shall be deemed to be chosen by Requesting Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, for all purposes other than determining the number of Demand Requests made by such SCF Holders, and (ii) with respect to a Demand Request made by the Non-SCF Demand Holders, all of the Non-SCF Demand Holders who desire to participate in such Demand Registration shall be deemed to be Requesting Holders. Furthermore, in the event the managing Underwriter(s) shall advise the Requesting Holders that even after exclusion of all securities requested of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) firstDemand Registration by Requesting Holders is sufficiently large to cause a Material Adverse Effect, the Registrable Securities of Requesting Holders to be included in such Demand Registration shall be allocated pro rata among the Requesting Holders on the basis of the number of shares of Common Stock requested to be included in such registration 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 each such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included 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 for purposes of Section 2(b)Requesting Holder.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included to be registered in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgmenta Demand Registration so elect, the number offering of securities 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 Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without is sufficiently large to materially and adversely affecting affect the marketability success of the such offering, then the Company will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Holders of Registrable Securities held by the Investors shall be entitled to participate in such Demand Registration (pro rata on the basis of the amount of Registrable Securities requested to be included in such registration by each such Investor) first; and (ii) the initiating Holders Company and securities of other Holders of Registrable Securities and equity security holders of Registrable Securities 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, if any, as defined in the DB Holdings Registration Rights Agreementshall exist among them), in each case with all further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included on a pro rata basis (or in such other proportion mutually agreed among registration will not exceed that amount that can, in the opinion of such Holders) based on Underwriters, be sold without any such material adverse effect. To the amount of securities extent Registrable Securities so requested to be included therein and (ii) second, to registered are excluded from the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaidoffering, the Investors who shall have initiated the Demand Registration, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of securities that the Company proposes to sell together with so excluded (but in no event shall such additional securities Demand Registration relate to be included on less than a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all majority of the shares in the aggregate of Registrable Securities requested to be included held by such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(band so excluded).

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holder(s) of a majority of Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of underwriters advise the Registrable Securities included Company in such registration, subject to the Company’s reasonable approval) advises the Company, in writing, writing that, in its good faith judgmenttheir opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration offering exceeds the number which of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering without materially and adversely affecting within a price range acceptable to the marketability holder(s) of the offeringa majority of Investor Registrable Securities to be included in such registration, then the Company will shall include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering allocated as follows: registration, (i) first, the Investor Registrable Securities requested to be included in such registration held by the holders initiating Holders and securities such Demand Registration that, in the opinion of other Holders 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 number of Investor Registrable Securities and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement)owned by each such holder, with all such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, the Registrable Securities held by holders requesting to participate in such Demand Registration pursuant to the extent that last sentence of Section 1(a) that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, any other securities may that are not Registrable Securities that, in the opinion of such underwriters, can be included without exceeding sold in an orderly manner within the limitations recommended by the underwriter as aforesaidprice range of such offering (if any), the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based respective holders thereof on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all basis of the Registrable Securities requested to be included number of other securities owned by each such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b)holder.