Common use of Priority on Demand Registrations Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Shares Securities without the prior written consent of the Holders holders of at least a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunderpursuant to the immediately preceding sentence, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in such offering therein without significantly delaying or jeopardizing adversely affecting the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority marketability of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall include in such Demand Registration registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included (whether upon exercise of a Demand Registration right or upon exercise of the right to participate in such a Demand Registration) that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total aggregate number of Registrable Shares beneficially owned Securities held by each such Holder, and (B) second, all other holder. The Company may limit the number of Registrable Securities that each Investor may include among the securities requested covered by such registration to be the same percentage of the Registrable Securities held by such Investor as the Registrable Securities included in such Demand Registration to registration by the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, Demanding Shareholders represent of the Registrable Shares requested to be included in such Demand Registration, pro rata among Securities held by the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderDemanding Shareholders.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Investor Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Investor Registrable Shares requested to be registered on Securities included in such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10registration, unless 100% of the Investor Registrable Shares Securities requested to be included in the Demand Registration, except as set forth in the next sentencesuch registration are so included. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration or placement agent advise the Company in writing that in their opinion the number of Investor Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Investor Registrable Shares Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Investor Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand RegistrationSecurities initially requesting registration, the Company shall include in such Demand Registration registration prior to the inclusion of any securities which are not Investor Registrable Securities the number of Investor Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included which, in the opinion of such Demand Registrationunderwriters can be sold, without adversely affecting the marketability of the offering in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Investor Registrable Shares beneficially Securities owned by each such Holder, and (B) second, all holder. Any Persons other securities requested to be included than holders of Investor Registrable Securities who participate in such Demand Registration to Registrations which are not at the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis Company’s expense must pay their share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderSection 5 hereof.

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

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

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

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

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

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

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

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

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Shares Securities without the prior written consent of the Holders holders of at least a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunderpursuant to the immediately preceding sentence, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in such offering therein without significantly delaying or jeopardizing adversely affecting the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority marketability of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall include in such Demand Registration registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included (whether upon exercise of a Demand Registration right or upon exercise of the right to participate in such a Demand Registration) that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total aggregate number of Registrable Shares beneficially owned Securities held by each such Holder, and (B) second, all other holder. The Company may limit the number of Registrable Securities that each Investor may include among the securities requested covered by such registration to be the same percentage of the Registrable Securities held by such Investor as the Registrable Securities included in such Demand Registration to registration by the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, Demanding Shareholder represent of the Registrable Shares requested to be included in such Demand Registration, pro rata among Securities held by the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderDemanding Shareholder.

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

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

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

Priority on Demand Registrations. The Company shall Maker will not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on Securities requesting such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceregistration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company Maker in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Maker shall include in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable registration prior to the Holders inclusion of a majority any securities which are not Registrable Securities the number of the Registrable Shares Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. Notwithstanding the foregoing, no employee of the Maker or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registration. In the event the Maker shall not, by virtue of this Section 4.4, include in any Demand Registration, including, if Registration all of the Registrable Securities of any securities other than holder of Registrable Shares are Securities requesting to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% such holder may, upon written notice to the Maker given within five days of the time such holder first is notified of such matter, reduce the amount of Registrable Shares Securities it desires to be have included in the such Demand Registration, whereupon only the Company shall include in such Demand Registration Registrable Securities, if any, it desires to have included will be so included and the number holders of Registrable Shares which can Securities not so reducing shall be so sold entitled to a corresponding increase in the following order amount of priority: (A) first, the Registrable Shares requested Securities to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not may include Common Stock other than Registrable Common Stock in any a Demand Registration any securities which are not Registrable Shares without on the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on terms provided below and in Section 2(h) hereof, and, if such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and offering, only with the consent of the managing underwriters for of such offering. If the managing underwriters of the requested Demand Registration advise the Company in writing and the Holders requesting such Demand Registration that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested shares of Common Stock proposed to be included in such the Demand Registration exceeds the number of Registrable Shares and other securities, if any, shares of Common Stock which can be sold in such underwritten offering without significantly delaying or jeopardizing and/or the success number of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders shares of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are Common Stock proposed to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that registration would constitute at least 10% adversely affect the price per share of the Registrable Shares Common Stock proposed to be included sold in the Demand Registrationsuch underwritten offering, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (Ai) first, the number of shares of Common Stock that the Holders propose to sell, and (ii) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other Holders) allocated among such Persons in such manner as they may agree. If the number of shares of Common Stock which can be sold is less than the number of shares of Common Stock proposed to be registered pursuant to clause (i) above by all the Holders proposing to sell, the amount of Common Stock to be so sold shall be allocated pro rata among the holders of Common Stock desiring to participate in such Demand Registration on the basis of the number of shares of Common Stock initially proposed to be registered by such holders or as such holders may otherwise agree; provided , that, if such Demand Registration is requested prior to the first anniversary of the date hereof, the amount of Common Stock to be so sold shall be allocated (1) first, to the shares of Registrable Shares Common Stock requested to be included in registered by the Holders requesting such Demand RegistrationRegistration and (2) second, pro rata among the respective Holders other holders of Common Stock desiring to participate in such Registrable Shares Demand Registration on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested shares of Common Stock initially proposed to be included in registered by such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be holders or as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderholders may otherwise agree.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not other than Registrable Shares Securities without the prior written consent of the Holders Yucaipa Stockholders. In connection with any Demand Registration that is an underwritten offering, if (i) the Company has requested to include in such registration any equity securities of the Company (the “Company Equity Securities”) to be sold for the account of the Company, (ii) the managing underwriter(s) advise the Company and the Yucaipa Stockholders that in their opinion the inclusion of such Registrable Securities and Company Equity Securities proposed to be included in such offering will not adversely affect the ability of the underwriter(s) to sell such Registrable Securities and such Company Equity Securities in an orderly manner in such offering within a price range acceptable to the Yucaipa Stockholders and the holders of a majority of the Registrable Shares requested Securities initially requesting registration, and (iii) the Yucaipa Stockholders consent in writing to be registered on the inclusion of such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of Company Equity Securities in such offering, then the Registrable Shares to be included Company may include such Company Equity Securities in such offering. Notwithstanding the Demand Registrationforegoing, except as set forth in the next sentence. If the if a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration underwriter(s) advise the Company in writing that that, in their opinion opinion, the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering, exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such offering without significantly delaying or jeopardizing registration (x) first, the success number of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares Securities requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included registration which in the Demand Registrationopinion of such underwriter(s) can be sold without adverse effect, pro rata among the Company shall include in such Demand Registration respective holders thereof on the basis of the number of Registrable Shares which can be so sold in the following order of priority: Securities owned by each such holder, (Ay) firstsecond, the Registrable Shares Company Equity Securities and (z) third, other securities requested to be included in such Demand Registration, pro rata among the respective Holders holders of such Registrable Shares securities on the basis of the total number of Registrable Shares beneficially such securities owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderholder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering Public Offering and the managing underwriters for such Demand Registration advise the Company and applicable Holders in writing that in their reasonable opinion the number of Registrable Shares Securities and, if permitted hereunderunder this Agreement, other securities requested to be included in such Demand Registration exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in such without adversely affecting the marketability, proposed offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of beneficially owning a majority of the Registrable Shares Securities initially requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% timing or method of distribution of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall include in such Demand Registration the number of Registrable Shares Securities which can be so sold without such adverse effect in the following order of priority: (A) first, the Registrable Shares Securities beneficially owned by Investor Parties requested to be included in such Demand Registration, allocated pro rata among the respective Holders of Investor Parties beneficially owning such Registrable Shares Securities on the basis of the total number of Registrable Shares Securities beneficially owned by each such Holder, and (B) Investor Party; second, all the Registrable Securities beneficially owned by the Backstop Parties requested to be included in such Demand Registration, allocated pro rata among the respective Backstop Parties beneficially owning such Registrable Securities on the basis of the number of the Registrable Securities owned by each such Backstop Party; third, any securities to be sold by the Company for its own account requested to be included in such Demand Registration by the Company; and fourth, other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to under this Agreement. Notwithstanding the Initial foregoing the Company shall not include in any Demand Registration only, any such securities pursuant to clause (iv) in the order priority shall be as follows: (1) first, foregoing sentence which are not Registrable Securities without the securities prior written consent of the Company proposed to sell; (2) second, Investor Parties beneficially owning a majority of the Registrable Shares Securities initially requested by the Investor Parties to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

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

Priority on Demand Registrations. The Except for the piggyback registration rights set forth in Section 2 of each of the following agreements: (i) the Company's Registration Agreement with Xxxxx Xxxxxx and Xxxxxxx Xxxxxx, dated Xxxxx 00, 0000, (xx) the Company's Registration Agreement with Xxxxxxx Research Corporation, dated October 18, 1995, (iii) the Company's Registration Agreement with Purchasers of Series C Shares, dated August 21, 1996, (iv) the Company's Registration Agreement with Petra Capital, LLC, dated March 26, 1998, and (v) the Company's Registration Agreement with GE Capital Equity Investments, Inc., dated March__, 1999, and except for the registration rights set forth in the Company's Registration Agreement with Xxxxxxxxx Science, Ltd., dated December 20, 1996, (which piggyback and registration rights are subject to the priority in such registration of all Registrable Securities and are subject to cut-back as provided in the second sentence of this paragraph 1(d)), the Company shall will not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on Securities requesting such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceregistration. If the a Demand Registration is an underwritten offering offering, and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, Securities and other securities requested to be included pursuant to the registration rights described in such Demand Registration the first sentence of this Section 1(d) (together with the Registrable Securities, the "Requested Securities") exceeds the number of Registrable Shares and other securities, if any, Requested Securities which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable the Company will include in such registration prior to the Holders inclusion of a majority any securities which are not Requested Securities the number of the Registrable Shares Requested Securities requested to be included which in the Demand Registration, including, if any securities other than Registrable Shares are to be included in opinion of such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which underwriters can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registrationsold, pro rata among the respective Holders of such Registrable Shares holders on the basis of the total number amount of Requested Securities owned. Any Persons other than holders of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included Securities who participate in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis Registrations must pay their share of the total number Registration Expenses as provided in paragraph 5 unless otherwise agreed to by the Company's board of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderdirectors.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, Securities and other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Investor Registrable Shares requested to be included in Securities or M&C Registrable Securities, as the Demand Registrationcase may be, including, if any securities other than Registrable Shares are to be included in initially requesting such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationregistration, the Company shall include in any such Demand Registration registration, prior to the inclusion of any securities which are not Registrable Securities, only the number of Registrable Shares Securities requested to be included which in the opinion of such underwriters can be so sold in an orderly manner within the following order price range of priority: such offering (A) firstreferred to herein as the “Marketable Registrable Securities”); provided that prior to the Recapture Date, the number of Marketable Registrable Shares Securities requested to be included in any such Demand Registration, registration shall be allocated among the holders of the Investor Registrable Securities and M&C Registrable Securities so that the holders of Investor Registrable Securities shall be entitled to sell 65% of such Marketable Registrable Securities in such offering (allocated pro rata among the respective Holders holders of such Investor Registrable Shares Securities on the basis of the total number of Investor Registrable Shares beneficially Securities owned by each such Holder, holder immediately prior to such registration) and (B) second, all other securities requested the holders of M&C Registrable Securities shall be entitled to be included sell 35% of such Marketable Registrable Securities in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: offering (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, allocated pro rata among the respective Holders holders of such Other Registrable Shares Securities on the basis of the total number of Other Registrable Shares beneficially Securities owned by each such Holderholder immediately prior to such registration), and, after the Recapture Date, the Marketable Registrable Securities shall be allocated pro rata among the holders of Investor Registrable Securities and (3) third, all other securities requested M&C Registrable Securities on the basis of the number of Registrable Securities owned by each such holder immediately prior to be included in such Demand Registration to the extent permitted hereunderregistration.

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

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

Priority on Demand Registrations. The Company shall not include If, in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is involving an underwritten offering and Underwritten Offering the managing underwriter or underwriters for such Demand Registration thereof advise the Demanding Holders or the Company in writing that in its or their reasonable opinion the number of Registrable Shares and, if permitted hereunder, other securities requested Securities proposed to be included sold in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which that can be sold in such offering without significantly delaying or jeopardizing will adversely affect the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, offering (including, if without limitation, an impact on the selling price or the number of Registrable Securities that any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationparticipant may sell), the Company shall include in such Demand Registration registration only the number of Registrable Shares Securities, if any, which in the opinion of such underwriter or underwriters can be so sold without having an adverse effect on the success of the offering and in accordance with the following order of priority: (Ai) first, Registrable Securities held by Demanding Holders in the group initially requesting such registration, allocated pro rata among such group (based upon the number of Registrable Shares Securities requested to be included in such Demand Registration) and (ii) second, pro rata among (based upon the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities Securities requested to be included in such Demand Registration registration by such Holders) among the other Holders of Registrable Securities who have requested to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the include Registrable Shares Securities in such registration. If all Registrable Securities requested to be sold in the Underwritten Offering are included therein, the Company may include other shares of Stock in such Demand Registrationoffering in accordance with the following priority, but not to exceed the number recommended by the managing underwriter or underwriters: (x) first, pro rata among the respective Holders of such Registrable Shares on the basis any other stockholders of the total number of Registrable Shares beneficially owned by each such Holder, Company having piggyback or other similar registration rights and (3y) thirdsecond, all other securities requested shares of Stock proposed to be included sold by or for the account of the Company. Notwithstanding the foregoing, if prior to the filing of any Demand Registration Statement, the Company has received Demand Notices from both the Xxxxx Group and the Yucaipa Group, then the Xxxxx Group and the Yucaipa Group shall be permitted to include their Registrable Securities in any such Demand Registration on an equal basis (i.e. each group will be entitled to 50% of the extent permitted hereunderremaining share allocation, or such greater percentage as may be available if the other group elects not to fill its entire 50% allocation).

Priority on Demand Registrations. The Company shall not include in any If a Demand Registration any securities which are not is an underwritten registration and the managing underwriters of such offering determine that the aggregate number of (a) Registrable Shares without the prior written consent of the Selling Holders of exercising their rights to participate in the Demand Registration on a majority demand basis, pursuant to this Section 2.2; (b) Shares of the Company; and (c) Shares of any other Persons entitled to participate in such Demand Registration, in each case proposed to be included in such registration statement, exceeds the maximum number of Shares that can reasonably be expected to be sold within a price range acceptable to the Company and the Selling Holders, then the number of shares to be offered for the account of the Company and for the account of all such other Persons, other than holders of Registrable Shares who initiated the demand, participating in such registration shall be reduced or limited pro rata (and to zero, if necessary) in proportion to the respective number of Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of to the Registrable Shares extent necessary to be included in reduce the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the total number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registrationregistration statement to the maximum number of Shares that can reasonably be expected to be included therein and still satisfy such price requirement. If the foregoing market "cutback" does not reduce the aggregate number of Shares proposed to be included in the registration statement to the maximum number of Shares that can reasonably be expected to be sold within the price range acceptable to the Company and the Selling Holders, the Company shall further reduce the number of Shares to be included in such registration pro rata among the respective all such remaining Selling Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in by all such Selling Holders. Any request for registration with respect to which such a market "cutback" with respect to such Selling Holders occurs shall be deemed to constitute a Demand Registration for all purposes of this Article II; PROVIDED, HOWEVER, that if any such market "cutback" occurs with respect to a Demand Registration and all Selling Holders who initiated the Demand are not able to sell at least eighty percent (80%) of the Registrable Shares which such Holders proposed to sell pursuant to such Demand Registration, pro rata among then, although such request for registration will be effectuated, such request will not count against the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such HolderDemands to which the Purchaser Holders, the Management Holders and (3) third, all other securities requested the Financing Holders are entitled pursuant to be included in such Demand Registration to the extent permitted hereunderSection 2.2 hereof.

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

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

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

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Investor Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that that, in their opinion opinion, the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Investor Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are Securities to be included in such Demand Registrationregistration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% without adversely affecting the marketability of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall include in such Demand Registration registration prior to the number inclusion of any securities which are not Investor Registrable Shares which can be so sold in the following order of priority: Securities (Ai) first, the number of Investor Registrable Shares Securities and Other Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the number of Investor Registrable Securities and Other Registrable Securities requested to be included therein by each such holder, and (ii) second, Executive Registrable Securities and other securities with respect to which the Company has granted registration rights in accordance with Section 1(g) hereof requested to be included in such Demand Registrationregistration, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included therein by each such holder; provided, that the Executive Registrable Securities to be included pursuant to clause (ii) shall not be entitled to participate in any such Demand Registration registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, managing underwriter shall determine in good faith that the order priority shall be as follows: (1) first, participation of management would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Company proposed shall include in such registration that number of shares of Executive Registrable Securities covered in clause (ii) which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to sell; (2) second, be sold in such registration. Except as otherwise approved by the Board and the holders of a majority of the Registrable Shares requested to be Securities included in such registration, any Persons other than holders of Registrable Securities who participate in Demand Registration, pro rata among Registrations which are not at the respective Holders of such Registrable Shares on the basis Company’s expense must pay their share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderSection 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their reasonable opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the 2 number of Registrable Shares Securities and other securities, if any, which can be sold in such offering therein without significantly delaying or jeopardizing adversely affecting the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority marketability of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall include in such Demand Registration registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included which in the reasonable opinion of such Demand Registrationunderwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially Securities owned by each such Holder, and (B) second, all other securities requested holder at such time; provided that the holders of Mitchell Registrable Securities shall be entitled to be register up to 00-0/0% of the Registrable Securities included in the initial Long-Form Registration requested by such holders hereunder. Any Persons other than holders of Registrable Securities who participate in Demand Registration to Registrations which are not at the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis Company's expense must pay their share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderparagraph 5 hereof.

Priority on Demand Registrations. The Company shall not include in If any Demand Registration or any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested registration effected pursuant to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration sec.2 hereof is an underwritten offering offering, and the managing underwriters for shall give written advice to the Company and the holders of Registrable Securities requesting such Demand Registration advise that, in the reasonable opinion of such managing underwriters, marketing factors require a limitation on the total number of securities to be underwritten (in this paragraph (e) called the UNDERWRITERS' MAXIMUM NUMBER), then: (i) the Company will be obligated and required to include in writing such registration that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities 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 requesting such Demand Registration on the basis of the number of Registrable Securities requested to be included therein by each such holder; (ii) if the Underwriters' Maximum Number exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing Securities requested by the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are holders thereof to be included in such Demand Registrationregistration, each Principal Stockholder who has then, subject to sec.2(d)(i) hereof, the Company will be entitled to include in such registration that number of securities which other securityholders shall have requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in such registration which shall not be greater than such excess, and such number of securities shall be allocated among such securityholders in such proportion as the Demand Registration, Company and such securityholders may agree; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such Demand Registration and the number of Registrable Shares securities which can be so sold other securityholders have requested to include in the following order of priority: (Asuch Demand Registration, then, subject to sec.2(d)(i) firsthereof, the Registrable Shares Company may include in such registration that number of other securities which shall have been requested by the Company to be included in such Demand Registration, pro rata among registration for the respective Holders of such Registrable Shares on the basis account of the total number of Registrable Shares beneficially owned by each Company and which shall not be greater than such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderexcess.

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

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

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

Priority on Demand Registrations. The Company shall not include If, in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is involving an underwritten offering and Underwritten Offering the managing underwriter or underwriters for such Demand Registration thereof advise the Demanding Holders or the Company in writing that in its or their reasonable opinion the number of Registrable Shares and, if permitted hereunder, other securities requested Securities proposed to be included sold in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which that can be sold in such offering without significantly delaying or jeopardizing will adversely affect the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, offering (including, if without limitation, an impact on the selling price or the number of Registrable Securities that any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationparticipant may sell), the Company shall include in such Demand Registration registration only the number of Registrable Shares Securities, if any, which in the opinion of such underwriter or underwriters can be so sold without having an adverse effect on the success of the offering and in accordance with the following order of priority: (Ai) first, Registrable Securities held by Demanding Holders in the group initially requesting such registration, allocated pro rata among such group (based upon the number of Registrable Shares Securities requested to be included in such Demand Registration) and (ii) second, pro rata among (based upon the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities Securities requested to be included in such Demand Registration registration by such Holders) among the other Holders of Registrable Securities who have requested to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the include Registrable Shares Securities in such registration. If all Registrable Securities requested to be sold in the Underwritten Offering are included therein, the Company may include other shares of Stock in such Demand Registrationoffering in accordance with the following priority, but not to exceed the number recommended by the managing underwriter or underwriters: (x) first, pro rata among the respective Holders of such Registrable Shares on the basis any other stockholders of the total number of Registrable Shares beneficially owned by each such Holder, Company having piggyback or other similar registration rights and (3y) thirdsecond, all other securities requested shares of Stock proposed to be included sold by or for the account of the Company. Notwithstanding the foregoing, if prior to the filing of any Demand Registration Statement, the Company has received Demand Notices from both the Smith Group and the Yucaipa Xxxxp, then the Smith Group and the Yucaipa Xxxxp shall be permitted to include their Registrable Securities in any such Demand Registration on an equal basis (i.e. each group will be entitled to 50% of the extent permitted hereunderremaining share allocation, or such greater percentage as may be available if the other group elects not to fill its entire 50% allocation).

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration offering (including an Underwritten Shelf Offering) exceeds the number of Registrable Shares and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holder(s) of a majority of the number of Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in initiating such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% Registration pursuant to Section 3(a) and without adversely affecting the marketability of the Registrable Shares to be included in the Demand Registrationoffering, then the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (Ai) first, the number of Registrable Shares requested to be included in such Demand Registration (by holders initiating such Demand Registration as well as other holders who are permitted under this Agreement to request the inclusion of Registrable Shares in such Demand Registration), pro rata among the respective Holders holders of such Registrable Shares on according to the basis number of Registrable Shares held by each such holder relative to the total number of Registrable Shares beneficially owned held by all such holders of Registrable Shares requesting to include Registrable Shares in such Demand Registration as of the date the Company provided written notice of such Demand Registration to the holders of Registrable Shares (while subject to each such Holder, and (B) second, all other securities holder of Registrable Shares including in such Demand Registration no more than the number of Registrable Shares requested by such holder to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyRegistration) and, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the if all Registrable Shares requested to be included in such Demand RegistrationRegistration have been included, pro rata among the respective Holders of such Registrable (ii) second, any other Class A Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to registration, in such manner as the extent permitted hereunderCompany may determine.

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

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without If the prior written consent of the Holders holder or holders of a majority in number of the Registrable Shares requested Securities to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the a Demand Registration is an underwritten under this Section 3 so elect, the offering and the managing underwriters for of such Registered Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters of such offering advise the Company and the holders in writing that in its or their opinion the number of Registrable Shares and, if permitted hereunder, other securities Securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares and other securities, if any, which securities that can be sold in such offering without significantly delaying or jeopardizing the success of an adverse affect on such offering, including by selling at a price per share within a price range reasonably acceptable then the Company will include in such registration the maximum amount of Registrable Securities which in the opinion of such managing underwriter or underwriters can be sold without any such adverse effect. Subject to the Holders of a majority advice of the managing underwriter or underwriters concerning the size, composition and pricing of the offering, the Company will include Registrable Shares Securities or other Common Stock in such registration in accordance with the following priorities: (i) first, pro rata among all holders of Registrable Securities who have requested to be included in such registration pursuant to Section 3(a) (i.e., a demand registration right) hereof, in proportion to the number of shares each such holder requested to be included in the Demand Registrationoffering; and (ii) second, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number pro rata among all holders of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities who have requested to be included in such Demand Registrationregistration pursuant to Section 4 hereof, pro rata among in proportion to the respective Holders number of shares each such Registrable Shares on holder requested to be included in the basis offering; and (iii) third, the Common Stock of other holders of Common Stock of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities Company who have requested to be included in such Demand Registration registration pursuant to piggy-back registration provisions of other registration rights agreements, and any additional shares of Common Stock proposed to be issued or sold for the extent permitted hereunder; provided however that account of the Company, all in accordance with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities applicable agreements between the Company proposed to sell; (2) second, the Registrable Shares requested to be included in and such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderholders.

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

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

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

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

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their reasonable opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in such offering therein without significantly delaying or jeopardizing adversely affecting the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority marketability of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall include in such Demand Registration registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included which in the reasonable opinion of such Demand Registrationunderwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially Securities owned by each such Holderholder at such time; provided that, and (B) second, all other securities if the holder of Registrable Securities that demands a Long-Form Registration under this Section 2 is unable to include in such Long-Form Registration at least 66 2/3% of the number of Registrable Securities requested to be included by such holder in such Demand Long-Form Registration to because of the extent permitted hereunder; provided however that with respect to limits imposed under this paragraph 2(d) of this Agreement, then such Long-Form Registration shall not be counted for purposes of the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares limits on the basis number of Long-Form Registrations such holder is permitted to demand under paragraph 2(b) of this Agreement. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderparagraph 6 hereof.

Priority on Demand Registrations. The Company shall not include in any If the Shareholder so elects, the offering of Registrable Securities pursuant to the Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to shall be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationform of an underwritten offering, except as set forth provided, however, that such offering shall be for a minimum of 200,000 shares of Registrable Securities, unless such number shall be reduced by the managing underwriter or underwriters in the next sentenceaccordance with this paragraph. If the Demand Registration is an underwritten managing underwriter or underwriters of such offering and the managing underwriters for such Demand Registration advise the Company and the Shareholder in writing that in its or their opinion the number of Registrable Shares and, if permitted hereunder, other securities Securities requested to be included in such Demand Registration exceeds offering would materially and adversely affect the success of such offering or the price of the Registrable Securities to be offered, the number of Registrable Shares and other securities, if any, which can Securities to be sold in such offering without significantly delaying registered shall be reduced by the managing underwriter or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority underwriters. If all of the Registrable Shares Securities requested to be included by the Shareholder in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand RegistrationRegistration have been included, the Company shall be entitled to include in such Demand Registration the that number of Registrable Shares which can be so sold shares of its unissued Common Stock or other securities as are consented to by the managing underwriter or underwriters, and security holders of the Company other than the Shareholder exercising "piggy-back" registration rights may include that number of securities as are consented to by the managing underwriter or underwriters, provided that, in the following order opinion of priority: (A) firstthe managing underwriter or underwriters, the inclusion by the Company of such shares of Common Stock or other securities and the inclusion of such other securities by the security holders exercising "piggy-back" registration rights would not materially and adversely affect the success of the offering of the Registrable Shares requested Securities or the price of the Registrable Securities to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderoffered.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares Securities requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of by the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceInitiating Holders. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunderapplicable, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares Securities requested to be included in registered by the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand RegistrationInitiating Holders, the Company shall include securities in such Demand Registration the number of Registrable Shares which can be so sold registration in the following order of priority: (Ai) first, the number of Registrable Shares Securities requested to be included which in the opinion of such Demand Registrationunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Shares thereof on the basis of the total number amount of Registrable Shares beneficially Securities owned by each such Holder, ; and (Bii) second, all the number of other securities requested to be included which in the opinion of such Demand Registration underwriters can be sold in an orderly manner within the price range of such offering. Notwithstanding anything herein to the extent permitted hereunder; provided however that with respect to contrary, if the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities managing underwriters advise the Company proposed to sell; (2) secondthat in their opinion the total amount of securities, including Registrable Securities, requested by the Registrable Shares requested management employees of the Company to be included in such Demand Registrationoffering exceeds the amount advisable to be sold for the offering to be successfully offered, pro rata among then the respective Holders Company shall be required to include in the offering only that number of securities, including Registrable Securities, of such Registrable Shares on the basis management employees of the total number Company which the managing underwriters believe will be advisable for the success of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderoffering.

Priority on Demand Registrations. The Company shall will not include in any Demand Long-Form Registration or Short-Form Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares Securities included in such registration, except that shares of Common Stock may be included as required pursuant to Existing Registration Rights (as defined below) so long as the number of such securities so included, when combined with the number of Registrable Securities proposed to be included therein, does not exceed the number which, in the reasonable judgment of the managing underwriter thereof, can be sold at the price and on the terms substantially as proposed by the holders of a majority of the Registrable Securities requested to be registered included therein. For purposes hereof, "Existing Registration Rights" means rights in effect on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand RegistrationClosing Date, except as set forth in the next sentenceagreements listed on Schedule 4.3(a) or 4.3(b) attached hereto and held on the Closing Date (x) by stockholders of the Company, to cause the Company to register shares of Common Stock held by such holders on the Closing Date, and (y) by other Persons, to cause the Company to register shares of Common Stock issuable to such Persons under, and subject to the then existing terms of, options, warrants or other rights held by such Persons on the Closing Date. If the Demand a Long-Form Registration or a Short-Form Registration is an underwritten offering and the managing underwriters for such Demand Registration underwriter(s) advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering, exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in such therein without adversely affecting the marketability of the offering without significantly delaying or jeopardizing the success of such offeringthen, including by selling at a price per share within a price range reasonably acceptable subject to the Holders first sentence of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationthis paragraph, the Company shall will include in such Demand Registration registration (i) first, the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included in such Demand Registrationregistration pro rata, pro rata if necessary, among the respective Holders holders of such Registrable Shares Securities based on the basis of the total number of shares of Registrable Shares beneficially Securities owned by each such Holder, holder and (Bii) second, all other securities of the Company requested to be included in such Demand registration pursuant to Existing Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyRights pro rata, the order priority shall be as follows: (1) firstif necessary, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially shares of such other securities owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderholder.

Priority on Demand Registrations. The Company shall not include If in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriter or underwriters for thereof if such Demand Registration registration is underwritten, advise the Company in writing that in its or their reasonable opinion the number of Registrable Shares and, if permitted hereunder, other securities requested proposed to be included sold in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which that can be sold in such offering without significantly delaying or jeopardizing having a material adverse effect on the success of such the offering, including by an impact on the selling at a price per share within a price range reasonably acceptable to the Holders and other terms of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationoffering (an “Underwriter Cutback”), the Company shall will include in such Demand Registration registration only the number of Registrable Shares which securities that, in the reasonable opinion of such underwriter or underwriters can be so sold in without having a material adverse effect on the following order success of prioritythe offering, as follows: (A) first, the Registrable Shares requested to be included in such Demand Registrationsecurities which the Investors, including the Demanding Investor(s) (pro rata among the respective Holders of all such Registrable Shares Investors on the basis of the total number relative percentage of Registrable Shares beneficially Stock then held by all Investors who have requested that securities owned by each such Holderthem be so included), and (B) propose to sell; second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities of any additional holders of the Company proposed Company’s securities eligible to sell; (2) second, the Registrable Shares requested to be included participate in such Demand Registrationoffering, pro rata among the respective Holders of all such Registrable Shares Persons on the basis of the total number relative percentage of such securities then held by each of them; and third, the securities proposed to be sold by the Company in such offering, if any. For purposes of any Underwriter Cutback pursuant to this Section 5(a)(iii), all Registrable Stock proposed to be sold by any Investor shall also include any Registrable Stock proposed to be sold by the partners, retired partners, shareholders or Affiliates of such Investor, or the estates and family members of any such Investor or such partners or retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such Investor or such partners, retired partners, trusts or Affiliates, any Charitable Organization to which any of the foregoing shall have contributed Registrable Stock prior to the execution of the underwriting agreement in connection with such Demand Registration, and such Investor and other Persons shall be deemed to be a single selling Investor, and any pro rata reduction with respect to such Investor shall be based upon the aggregate amount of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested Stock proposed to be sold by all entities and individuals included in such selling Investor, as defined in this sentence. In the event that there has been no Underwriter Cutback and the managing underwriter or Demanding Investor determines that additional securities of the Company may be sold in any Demand Registration without having a material adverse effect on the success of the offering, the Company may include such securities to be issued and sold by the extent permitted hereunderCompany or comparable securities held by Persons other than the Parties.

Priority on Demand Registrations. The Subject to the provisions of this Section 2, the Company shall not include in any Demand Registration any securities which are not other than Registrable Shares without Securities without: (i) the prior written consent of the Holders of representing at least a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares Securities to be included in the Demand Registration, except as set forth in the next sentence. If the such registration and (ii) if such Demand Registration is an underwritten offering offering, the consent of the managing underwriter(s). If the managing underwriter(s) in any requested Demand Registration advise(s) the Company and the managing underwriters for such Demand Registration advise Initiating Holders of the Company Registrable Securities proposed to be registered in writing that in its or their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested Securities proposed to be included in any such Demand Registration registration exceeds the largest number of securities that can be expected to be sold in such offering and/or that the number of Registrable Shares and other securitiesSecurities proposed to be included in any such registration would have an adverse effect on the offering, if any, including the price per share at which the Company’s equity securities can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration registration only the number of Registrable Shares which Securities that in the opinion of such managing underwriter(s) can be sold without adversely affecting the offering; provided, however, that the number of Registrable Securities to be sold in such underwriting 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 to be so sold in the following order of priority: (A) first, the Registrable Shares requested to shall be included in such Demand Registration, allocated pro rata among the respective Holders of Registrable Securities that desire to participate in such Registrable Shares registration on the basis of the total number amount of Registrable Shares Securities beneficially owned by each such HolderHolders. Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within three (3) months after the effective date of a previous S-3 Registration or a previous registration under which the Holders had piggyback registration rights pursuant to Section 3 hereof wherein the Holders were permitted to register, and (B) secondactually sold, all other securities at least 50% of the Registrable Securities requested to be included therein by such Holders. The Company may postpone or withdraw for up to one hundred twenty (120) days the confidential submission, filing or the effectiveness of (or suspend the use of) a Registration Statement for a Demand Registration if (A) based on the reasonable judgment of the disinterested members of the Board, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the Board has determined would not be in the best interest of the Company to be disclosed at such time or (B) the Company is pursuing a material financing, material acquisition or other material corporate transaction; provided that if the Company exercises its right to withdraw the filing or the effectiveness of a Registration Statement for a Demand Registration then the Initiating Holders may withdraw its or their request for such Demand (and such Demand shall not count against such Initiating Holders). The Company shall provide written notices to the relevant Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of (or suspension of the use of) a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to refile or seek effectiveness of such Registration Statement following such withdrawal or postponement (or suspension) and (z) the effectiveness of such Registration Statement. The restrictions set forth in this Section 2(c) shall apply regardless of the form of the Registration Statement containing Registrable Securities and for the avoidance of doubt shall apply to S-3 Registrations. Notwithstanding anything to the contrary herein, the Company shall have no obligation to register, file any Registration Statement or take any other action during any underwriter lock-up period applicable to the Company’s Public Offering to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included any such action would result in such Demand Registration, pro rata among the respective Holders a violation of such Registrable Shares on the basis lock-up agreement of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderCompany.

Priority on Demand Registrations. The Subject to the provisions of this Section 2, the Company shall not include in any Demand Registration any securities which are not other than Registrable Shares without Securities without: (i) in the prior case of a Majority Demand Registration, the written consent of the Holders of Shareholders representing at least a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares Securities to be included in such registration or (ii) in the case of a Moelis Demand Registration, except as set forth in the next sentence. If the written consent of Moelis; and, if such Demand Registration is an underwritten offering and offering, without the consent of the managing underwriters for such underwriter(s). If the managing underwriter(s) of the requested Demand Registration advise the Company Company, the Shareholders representing at least a majority of the Registrable Securities proposed to be registered (in the case of a Majority Demand Registration) and Moelis (in the case of a Moelis Demand Registration), as applicable, in writing that in their opinion the number of Registrable Shares andSecurities 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, if permitted hereunderincluding the price per share at which the Company's equity securities can be sold in such 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 adversely affecting the offering; provided, however, that the number of shares of Registrable Securities to be sold in such underwriting 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 to be so sold shall be allocated pro rata among the Shareholders of Registrable Securities that desire to participate in such registration on the basis of the amount of Registrable Securities beneficially owned by such Shareholders. If the number of shares that the Shareholder(s) are allowed to include in a Demand Registration is less than 75% of the number of Registrable Securities that such Shareholder(s) requested to be included in such Demand Registration exceeds due to a reduction by the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable Company pursuant to the Holders provisions of a majority of the Registrable Shares requested to be included in the Demand Registrationthis Section 2(b), including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration shall not be counted for purposes of the number of Registrable Shares which can be so sold limitations to three registrations set forth in the following order second and fourth sentences of priority: (ASection 2(c) first, of this Agreement for the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderShareholder(s).

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

Priority on Demand Registrations. The Company shall not include in any Demand Registration that is an underwritten offering any Class C Units, Class D Units or other securities which that were issued directly or indirectly with respect to Class C Units or Class D Units by way of a dividend, distribution or equity split or in connection with an exchange or a combination of equity interests, recapitalization, reclassification, merger, consolidation or other reorganization (including any common stock issued in connection with the conversion of the Company from a limited liability company to a corporation) that are not Registrable Shares held by an employee of the Company or any of its Subsidiaries or any person controlled by any such employee without the prior written consent of the Holders managing underwriters and shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the WCP Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of WCP Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of WCP Registrable Shares Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the WCP 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 such offering without significantly delaying or jeopardizing adversely affecting the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority marketability of the Registrable Shares requested offering within such price range, with priority for inclusion to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of prioritydetermined as follows: (Ai) first, the WCP Registrable Shares Securities and Other Registrable Securities requested to be included in such Demand Registrationregistration, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number of Registrable Shares beneficially Securities owned by each such Holderholder, and (Bii) second, all any other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyregistration, the order priority shall be as follows: (1) first, inclusion of which the securities holders of a majority of the Company proposed to sell; (2) second, the WCP Registrable Shares requested Securities to be included in such Demand Registrationregistration have consented to in writing, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number of Registrable Shares beneficially such securities owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderholder.

Priority on Demand Registrations. The Company shall not include Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be included and sold by Holders in any Demand Registration Statement, pursuant to Rule 415 or any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationother basis, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion may reduce the number of Registrable Shares and, if permitted hereunder, other securities requested to be Securities included in such Demand Registration exceeds Statement on behalf of the Holders in whole or in part (in case of an exclusion as to a portion of such Registrable Securities, such portion shall be allocated pro rata among the Participating Holders based on the relative number of Registrable Shares and other securities, if any, which can be sold in Securities then held by each such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if Participating Holder (provided that any securities other than thereby allocated to a Participating Holder that exceed such Participating Holder’s request shall be reallocated among the remaining Participating Holders in like manner)) (such excluded Registrable Shares are Securities, the “Reduction Securities”); provided, however, that prior to be included in making any such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationreduction, the Company shall include in be obligated to use its reasonable best efforts to advocate with the Commission for the Registration of all of the Registrable Securities. In such Demand Registration event the Company shall give the Holders prompt written notice of the number of Registrable Shares which can such Reduction Securities excluded and the Company will not be so sold liable for any damages under this Agreement in connection with the following order exclusion of priority: such Reduction Securities. The Company shall use its reasonable best efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities. Such new Registration Statement shall be on Form S-3 (A) firstexcept if the Company is not then eligible to Register for resale the Reduction Securities on Form S-3, the Registrable Shares requested such Registration Statement shall be on another appropriate form for such purpose). The Company shall use its reasonable best efforts to cause each such Registration Statement to be included in such Demand Registration, pro rata among declared effective under the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such HolderSecurities Act as soon as possible, and (B) second, all other securities requested shall use its reasonable best efforts to be included in keep such Demand Registration to Statement continuously effective under the extent permitted hereunder; provided however that with respect to Securities Act during the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned entire period required by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderthis Agreement.

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

Priority on Demand Registrations. The Company Partnership shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Investor Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities (which must include Xxxxx Xxxxx) included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise underwriter(s) advises the Company Partnership in writing that that, in their opinion its opinion, the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Investor Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are Securities (which must include Xxxxx Xxxxx) to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% registration without adversely affecting the marketability of the Registrable Shares to be included in the Demand Registrationoffering, the Company Partnership shall include securities in such Demand Registration the number of Registrable Shares which can be so sold registration in the following order of priority: (Ai) first, the number of Investor Registrable Shares Securities requested to be included which in the opinion of such managing underwriter(s) 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 owned by each such holder; (ii) second, Individual Partner Registrable Securities and other securities with respect to which the Partnership has granted registration rights in accordance with Section 1(g) hereof requested to be included in such Demand Registrationregistration, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially such securities owned by each such Holderholder; provided, and (B) second, all other securities requested that the Individual Partner Registrable Securities to be included pursuant to this clause (ii) shall not be entitled to participate in any such Demand Registration registration to the extent permitted hereunderthat the managing underwriter(s) shall determine in good faith, that the participation of the Individual Partners would materially and adversely affect the marketability or offering price of the securities being sold in such registration, it being understood that the Partnership shall include in such registration that number of shares of Individual Partner Registrable Securities covered in this clause (ii) which can be sold in such offering without materially and adversely affecting the marketability or offering price of the other securities to be sold in such registration; provided however that with respect and (iii) third, if and only if all of the Registrable Securities referred to the Initial Demand Registration onlyin clauses (i) and (ii) have been included, the order priority shall number of any other securities (excluding, for the avoidance of doubt, any primary securities to be registered by the Partnership) eligible for inclusion that, in the opinion of the managing underwriter(s), can be sold without having such adverse effect in such registration or offering. Except as follows: (1) first, otherwise approved by the securities Board and the Company proposed to sell; (2) second, holders of a majority of the Registrable Shares requested to be Securities included in such registration, any Persons other than holders of Registrable Securities who participate in Demand Registration, pro rata among Registrations which are not at the respective Holders of such Registrable Shares on the basis Partnership’s expense must pay their share of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Registration Expenses as provided in such Demand Registration to the extent permitted hereunderSection 5 hereof.

Priority on Demand Registrations. The Company shall not -------------------------------- include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of both the GTCR Group Registrable Shares requested to be registered on such Registration Statement Securities and each Principal Stockholder who has requested the Xxxxxx Group Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentenceSecurities. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares requested Securities initially requesting any Demand Registration pursuant to be included in the Demand Registrationfirst sentence of SECTION 2(A), including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% without adversely affecting the ------------ marketability of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall include in such Demand Registration registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included which in the opinion of such Demand Registrationunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Shares holders thereof on the basis of the total number amount of Registrable Shares beneficially Securities owned by each such Holderholder. Unless (i) the Company, (ii) the holders of a majority of the GTCR Group Registrable Securities and (Biii) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders holders of such Registrable Shares on the basis a majority of the total number Xxxxxx Group Registrable Securities otherwise agree in writing, any persons other than holders of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included Securities who participate in such Demand Registrations which are not at the Company's expense must pay their share of the Registration to the extent permitted hereunder.Expenses as provided in SECTION 5 hereof. ---------

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Investor Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering involving (i) a directed placement to less than 50 Accredited Investors, (ii) the registration of all of the Registrable Securities then held by the Investor or (iii) the final Demand Registration available to the holders of the Investor Registrable Securities, and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Investor Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand RegistrationSecurities initially requesting registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: registration (Ax) first, the Investor Registrable Shares Securities requested to be included in such Demand Registrationregistration, (y) second, the Management Registrable Securities requested to be included in such registration, pro rata among the respective Holders holders of such Management Registrable Shares Securities on the basis of the total number of Registrable Shares beneficially shares owned by each such Holder, holder (unless otherwise agreed to by such holders) and (Bz) secondthird, all other securities requested to be included in such registration. If a Demand Registration to is an underwritten offering not involving clauses (i), (ii) or (iii) above and the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities managing underwriters advise the Company proposed to sell; (2) second, in writing that in their opinion the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such HolderSecurities and, and (3) thirdif permitted hereunder, all other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the extent permitted hereunderholders of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration (x) first, the Registrable Securities requested to be included in such registration, pro rata (based upon the number of Registrable Securities requested to be registered) among the holders of the Investor Registrable Securities as a group and the holders of the Management Registrable Securities as a group (with the Management Registrable Securities included in such registration selected pro rata among the holders of the Management Registrable Securities requesting to be included in such registration on the basis of the number of shares owned by each such holder, unless otherwise agreed to by such holders); provided that the holders of Investor Registrable Securities shall not be reduced to less than 50% of such offering and (y) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Majority Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration or a Shelf Offering (including an Underwritten Block Trade) is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Majority Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registrationregistration therein, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% without adversely affecting the marketability of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall include in such Demand Registration registration prior to the number inclusion of any securities which are not Registrable Shares which can be so sold in the following order of priority: Securities, (Ai) first, the number of Investor Registrable Shares Securities requested to be included which, in the opinion of such Demand Registrationunderwriters, can be sold, without any such adverse effect, pro rata among the respective Holders of such Registrable Shares Investors on the basis of the total number of Investor Registrable Shares beneficially Securities owned by each such Holder, Investor; and (Bii) second, all other securities the number of Registrable Securities requested to be included by other Holders which, in the opinion of such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlyunderwriters, the order priority shall can be as follows: (1) firstsold, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in without any such Demand Registrationadverse effect, pro rata among the respective other Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially Securities owned by each such other Holder. In addition, and (3) third, all other securities if any Holders of Executive Registrable Securities have requested to be include such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, then the Company shall exclude from such offering the number of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any Registrable Securities of any other Holders as set forth in this Section 1(e). Unless otherwise consented to in writing by the Company and the Majority Holders included in such registration, any Persons other than Holders who participate in Demand Registrations which are not at the Company’s expense must pay their share of the Registration to the extent permitted hereunderExpenses as provided in Section 5 hereof.

Priority on Demand Registrations. The Company shall not include in any If a Demand Registration any securities which are not is an underwritten registration and the managing underwriters of such offering determine that the aggregate number of (i) Registrable Shares without the prior written consent of the Selling Holders of exercising their rights to participate in the Demand Registration on a majority demand basis, pursuant to this Section 4.2; (ii) Shares of the Company; and (iii) Shares of any other Persons entitled to participate in such Demand Registration, in each case proposed to be included in such registration statement, exceeds the maximum number of Shares that can reasonably be expected to be sold within a price range acceptable to the Company and the Selling Holders, then the number of shares to be offered for the account of the Company and for the account of all such other Persons, other than holders of Registrable Shares who initiated the demand, participating in such registration shall be reduced or limited PRO RATA (and to zero, if necessary) in proportion to the respective number of Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of to the Registrable Shares extent necessary to be included in reduce the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the total number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registrationregistration statement to the maximum number of Shares that can reasonably be expected to be included therein and still satisfy such price requirement. If the foregoing market "cutback" does not reduce the aggregate number of Shares proposed to be included in the registration statement to the maximum number of Shares that can reasonably be expected to be sold within the price range acceptable to the Company and the Selling Holders, pro rata the Company shall further reduce the number of Shares to be included in such registration PRO RATA among the respective all such remaining Selling Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities of the Company requested to be included in by all such Demand Registration to the extent permitted hereunder; provided however that Selling Holders. Any request for registration with respect to the Initial which such a market "cutback" with respect to such Selling Holders occurs shall be deemed to constitute a Demand Registration onlyfor all purposes of this Article 4; PROVIDED, HOWEVER, that if any such market "cutback" occurs with respect to a Demand Registration and all Selling Holders who initiated the order priority shall be as follows: Demand are not able to sell at least eighty percent (180%) first, the securities the Company proposed to sell; (2) second, of the Registrable Shares requested which such Holders proposed to be included in sell pursuant to such Demand Registration, pro rata among then, although such request for registration will be effectuated, such request will not count against the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such HolderDemands to which the Purchaser Holders, the Management Holders and (3) third, all other securities requested the Financing Holders are entitled pursuant to be included in such Demand Registration to the extent permitted hereunderSection 4.2 hereof.

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Registration Rights Holders of holding a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Registration Rights Holders of holding a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are Securities to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% registration without adversely affecting the marketability of the Registrable Shares to be included in the Demand Registrationoffering, the Company shall only include Registrable Securities in such Demand Registration registration and shall include Registrable Securities in such registration in the following priority, (i) first, the number of Registrable Shares Securities requested to be included by ----- Virgin, Rho and Columbia House which in the opinion of such underwriters can be so sold in an orderly manner within the following order price range of priority: such offering, pro rata among the respective holders thereof on the basis of their respective percentage ownership of Registrable Securities, and (Aii) firstsecond, all securities requested ------ to be registered by the Other Holders 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 their respective percentage ownership of Registrable Shares Securities. If the total number of Registrable Securities requested to be included in such Demand Registrationregistration cannot be included as provided in the preceding sentence, pro rata among the respective Holders Initiating Holder of such Registrable Shares on registration shall have the basis right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall be counted for purposes of the total number of Registrable Shares beneficially owned by each requests for registration to which such HolderInitiating Holder is entitled pursuant to Section 2, and (B) second, all other securities requested to be included in unless such Demand Registration to Initiating Holder pays the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders expenses of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderregistration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 1066 2/3% of the Investor Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority at least 66 2/3% of the Investor Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be Securities included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationregistration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: registration (Ai) first, the Registrable Shares Securities requested to be included in such Demand Registrationregistration, pro rata among the respective Holders holders of such Registrable Shares Securities on the basis of the total number of Registrable Shares beneficially Securities owned by each such Holder, holder and (Bii) second, all any other securities requested to be included in such registration; PROVIDED THAT, notwithstanding the foregoing, in connection with the first two registrations of Investor Registrable Securities pursuant to this Agreement (whether pursuant to a Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial or a Piggyback Registration), if any such registration is a Demand Registration onlyRegistration, the order priority Company shall be as follows: include (1i) first, the securities the Company proposed to sell; (2) second, the Investor Registrable Shares Securities requested to be included in such Demand Registrationregistration, pro rata among the respective Holders holders of such Investor Registrable Shares Securities on the basis of the total number of Investor Registrable Shares beneficially Securities owned by each such Holderholder,(ii) second, the Other Registrable Securities requested to be included in such registration, pro rata among the holders of such Other Registrable Securities on the basis of the number of Other Registrable Securities owned by each such holder and (3iii) third, all any other securities requested to be included in such Demand Registration registration (it being understood, however, that neither the last nor any subsequent registration subject to this proviso shall count as one of the extent permitted hereundertwo registrations subject to this proviso unless the holders of Investor Registrable Securities are able to register and sell at least 75% of the Investor Registrable Securities requested to be included in such registration).

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

Priority on Demand Registrations. The Subject to the provisions of this Section 2, the Company shall not include in any Demand Registration any securities which are not other than Registrable Shares without Securities without: (i) the prior written consent of the Holders of Shareholders representing at least a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares Securities to be included in the Demand Registration, except as set forth in the next sentence. If the such registration and (ii) if such Demand Registration is an underwritten offering offering, the consent of the managing underwriter(s). If the managing underwriter(s) in any requested Demand Registration advise(s) the Company and the managing underwriters for such Demand Registration advise Initiating Shareholders of the Company Registrable Securities proposed to be registered in writing that in its or their opinion the number of Registrable Shares andSecurities 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, if permitted hereunderincluding the price per share at which the Company’s equity securities can be sold in such 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 adversely affecting the offering; provided, however, that the number of Registrable Securities to be sold in such underwriting 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 to be so sold shall be allocated pro rata among the Shareholders of Registrable Securities that desire to participate in such registration on the basis of the amount of Registrable Securities beneficially owned by such Shareholders. If the number of shares that the Initiating Shareholders are allowed to include in a Demand Registration is less than 75% of the number of Registrable Securities that such Initiating Shareholders requested to be included in such Demand Registration exceeds due to a reduction by the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable Company pursuant to the Holders provisions of a majority of the Registrable Shares requested to be included in the Demand Registrationthis Section 2(b), including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration shall not be counted for purposes of the number of Registrable Shares which can be so sold limitations to two registrations set forth in the following order second and fourth sentences of priority: (ASection 2(c) first, of this Agreement for the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderInitiating Shareholders.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without If the prior written consent of the Holders holders of a majority of the number of shares or amount of Registrable Shares requested Securities to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the a Demand Registration is an underwritten so elect, the offering and the managing underwriters for of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. Subject to the immediately succeeding sentence, the Company shall have the right to cause the registration of additional securities for sale for the account of any person (including the Company) in any registration of Registrable Securities requested by a Holder pursuant to Section 2(a). In connection with such registration, if the managing underwriter or underwriters of such offering advise the Company and the holders in writing that in their good faith opinion the number aggregate amount of Registrable Shares and, if permitted hereunder, other securities Securities requested to be included in such Demand Registration exceeds offering (together with additional securities being offered by the number Company or for the account of any other person other than the Purchasers) is sufficiently large to materially and adversely affect the offering and sale of such Registrable Securities, the Company will reduce the amount of securities to be offered by it or for the account of any other person other than the Purchasers to the extent recommended by the managing underwriter (or if so recommended, withdraw from the offering entirely) and will include in such registration the aggregate amount of Registrable Shares and other securities, if any, Securities which in the opinion of such managing underwriter or underwriters can be sold in without any such offering without significantly delaying or jeopardizing the success of material adverse effect, and such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested securities to be included in shall be allocated pro rata among the Demand Registration, including, if any securities other than holders of Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% Securities on the basis of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number or amount of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares Securities requested to be included in such Demand Registration, pro rata among registration by the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderholders thereof.

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

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without If the prior written consent of the Holders holder or holders of a -------------------------------- majority of the Registrable Shares requested Securities to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the a Demand Registration is an underwritten under this Section 3 so elect by written notice to the Company, the offering and the managing underwriters for of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In the event of an underwritten offering, if the managing underwriter or underwriters of such offering advise the Company and the holders in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities Securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing is sufficiently large so as to adversely affect the success of such the offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration registration the number maximum amount of Registrable Shares Securities which in the opinion of such managing underwriter or underwriters can be so sold without any such adverse effect. Further, subject to the advice of the managing underwriter or underwirters concerning the size and composition of the offering, the Company shall include Registrable Securities in such registration in accordance with the following order of prioritypriorities: (Ai) first, the Registrable Shares Securities owned by the holder(s) of Registrable Securities from whom the Company received a Demand Registrable pursuant to Section 3(b); (ii) second, other securities of the Company proposed to be included in such registration for its own account; and (iii) third, pro rata (based upon the number of shares of Registrable Securities owned by such holders) among the other holders of Registrable Securities who have requested to be included in such Demand Registrationregistration pursuant to the "piggyback" registration provisions of Section 4 or other registration rights agreements, pro rata among provided, -------- however, that in the respective Holders of event that the Company proposes to include newly issued ------- securities in any Registration Statement pursuant to this Section 3 and such Registrable Shares on the basis securities would be excluded from such registration by operation of the total number priority provision set forth above, the Company may elect to cause such Registration Statement to be filed under Section 4 of Registrable Shares beneficially owned by each this Agreement; provided, further, that -------- ------- in the event that the Company makes such Holder, and (B) secondelection, all other securities requested of the provisions of Section 4 shall apply to such registration and such registration shall not be deemed to be included in such an exercise of a Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (under this Section 3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of If a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in such offering therein without significantly delaying adversely affecting the Company or jeopardizing the success marketability of such the offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, then (i) if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has Registration is not a Demand Registration requested Registrable Shares that would constitute at least 10% of the Registrable Shares pursuant to be included in the Demand RegistrationSection 1(a)(iii), the Company shall include in such Demand Registration registration, first, such quantity of Company Registrable Securities (as defined herein) as the holders of a majority of the ABRY Registrable Securities may designate (which quantity may be less than the quantity initially requested pursuant to Section 4(c)) and second, the number of Registrable Shares which can be so sold in Securities and (if permitted by the following order holders of priority: (A) first, a majority of the Registrable Shares requested to be included in Securities initiating such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities requested to be included in such Demand Registration to registration, which in the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall opinion of such underwriters can be as follows: (1) first, the securities sold without adversely affecting the Company proposed to sell; (2) secondor the marketability of the offering, pro rata among the Registrable Shares respective holders thereof on the basis of the number of shares requested to be included in such registration (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) by each such holder; or (ii) if for a Demand RegistrationRegistration requested pursuant to Section 1(a)(iii), pro rata among the respective Holders of Company shall include in such Registrable Shares on registration the basis of the total number of Registrable Shares beneficially owned by each such Holder, Securities and (3if permitted by the holders of a majority of the Registrable Securities initiating such Demand Registration) third, all other securities requested to be included in such Demand Registration registration, which in the opinion of such underwriters can be sold without adversely affecting the Company or the marketability of the offering, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration (to the extent permitted hereunderto be so included, in the case of securities which are not Registrable Securities) by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the prior written consent of the Holders holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 1050% of the Registrable Shares to be Securities included in the Demand Registration, except as set forth in the next sentencesuch registration. If the a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration offering exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in an orderly manner in such offering without significantly delaying or jeopardizing within the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders holders of a majority of the Registrable Shares Securities initially requesting registration, the Company will include in such registration (i) first, the number of Registrable Securities requested to be included in such registration which in the Demand Registration, including, if any securities other than Registrable Shares are to opinion of such underwriters can be included sold in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included manner in the Demand Registrationacceptable price range, pro rata among the Company shall include in such Demand Registration respective holders thereof on the basis of the number of Registrable Shares which can be so sold in the following order of priority: Securities owned by each such holder and (Aii) firstsecond, the Registrable Shares other securities requested to be included in such Demand Registration, pro rata among the respective Holders holders of such Registrable Shares securities on the basis of the total number of Registrable Shares beneficially such securities owned by each such Holderholder. Notwithstanding anything herein to the contrary, and (B) second, all other securities requested if the managing underwriters determine that the inclusion of the number of Registrable Securities held by management of the Company proposed to be included in any such Demand Registration to offering would adversely affect the extent permitted hereunder; provided however that with respect to the Initial Demand Registration onlymarketability of such offering, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in may exclude such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned Securities held by each management as necessary or desirable to negate such Holder, and (3) third, all adverse impact. Any Persons other securities requested to be included than holders of Registrable Securities who participate in such Demand Registrations which are not at the Company’s expense must pay their share of the Registration to the extent permitted hereunderExpenses as provided in Section 5 hereof.

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

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

Priority on Demand Registrations. The Company shall not include If, in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is involving an underwritten offering and Underwritten Offering the managing underwriter or underwriters for such Demand Registration thereof advise the Demanding Holders or the Company in writing that in its or their reasonable opinion the number of Registrable Shares and, if permitted hereunder, other securities requested Securities proposed to be included sold in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which that can be sold in such offering without significantly delaying or jeopardizing will adversely affect the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, offering (including, if without limitation, an impact on the selling price or the number of Registrable Securities that any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registrationparticipant may sell), the Company shall include in such Demand Registration registration only the number of Registrable Shares Securities, if any, which in the opinion of such underwriter or underwriters can be so sold without having an adverse effect on the success of the offering and in accordance with the following order of priority: (Ai) first, Registrable Securities held by Demanding Holders in the group initially requesting such registration, allocated pro rata among such group (based upon the number of Registrable Shares Securities requested to be included in such Demand Registration) and (ii) second, pro rata among (based upon the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second, all other securities Securities requested to be included in such Demand Registration registration by such Holders) among the other Holders of Registrable Securities who have requested to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the include Registrable Shares Securities in such registration. If all Registrable Securities requested to be sold in the Underwritten Offering are included therein, the Company may include other shares of Stock in such Demand Registrationoffering in accordance with the following priority, but not to exceed the number recommended by the managing underwriter or underwriters: (x) first, pro rata among the respective Holders of such Registrable Shares on the basis any other stockholders of the total number of Registrable Shares beneficially owned by each such Holder, Company having piggyback or other similar registration rights and (3y) thirdsecond, all other securities requested shares of Stock proposed to be included sold by or for the account of the Company. Notwithstanding the foregoing, if prior to the filing of any Demand Registration Statement, the Company has received Demand Notices from both the Smith Group and the Yucaipa Group, then the Smith Group and the Yucaipa Group shall be permitted to include their Registrable Securities in any such Demand Registration on an equal basis (i.e. each group will be entitled to 50% of the extent permitted hereunderremaining share allocation, or such greater percentage as may be available if the other group elects not to fill its entire 50% allocation).

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

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

Priority on Demand Registrations. The Company shall not include in any If a Demand Registration any securities which are not Registrable Shares without the prior written consent of is an Underwritten Offering the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares Securities to be included in such offering shall be entitled to designate the Demand Registrationlead underwriter and the Company may designate one or more co-managing underwriters. In such event, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and if the managing underwriters for such Demand Registration advise the Company and such Holders in writing that in their opinion the number amount of Registrable Shares andSecurities and other securities, if permitted hereunderany, other securities requested proposed to be included sold in such Demand Registration Underwritten Offering (i) creates a substantial risk that the price per share in such registration will be materially and adversely affected or (ii) exceeds the number of Registrable Shares Securities and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including and based on such determination recommends inclusion in such registration statement of fewer Registrable Securities then proposed to be sold by selling at a price per share within a price range reasonably acceptable to the Holders, then the number of Registrable Securities of the Holders included in such registration statement shall be reduced pro rata among such Holders (based upon the number of a majority of the Registrable Shares Securities requested to be included in the Demand Registrationregistration); provided, includinghowever, that if any securities are being offered for the account of other than Registrable Shares are to be included in persons or entities as well as the Company, such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% reduction shall not represent a greater fraction of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested Securities intended to be included offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (including the Company). No Holder may participate in any Underwritten Offering hereunder unless such Demand Registration, pro rata among the respective Holders of such Holder (a) agrees to sell its Registrable Shares Securities on the basis of provided in any underwriting agreements approved by the total number of Registrable Shares beneficially owned by each Persons entitled hereunder to approve such Holder, arrangements and (Bb) secondcompletes and executes all questionnaires, all powers of attorney, indemnities, underwriting agreements and other securities requested to be included in such Demand Registration to documents required under the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders terms of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third, all other securities requested to be included in such Demand Registration to the extent permitted hereunderarrangements.