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 written consent of the Holders of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such 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 shall be allocated pro rata among the Holders of Registrable Shares desiring to participate in such registration on the basis of the 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 proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

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 written consent of the Holders of a majority of the Registrable Shares to be included in such registrationInitiating Holders, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect on the price per share of the Company's equity securities to be sold in such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Shares Common Stock which in the opinion of such managing underwriters can be sold without having the adverse effect referred to abovesold. 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 Common Stock proposed to be registered, the amount of Registrable Shares Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders and then pro rata among the other Holders of Registrable Shares Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Shares 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 Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be 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 Common Shares without the written consent of the Holders of a majority of the Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including the price at which such Registrable Common Shares can be sold, the Company shall include in such 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 shall be allocated (i) first, the Registrable Common Shares requested to be included therein by the Shareholders, pro rata among between the Holders of Registrable Shares desiring to participate in such registration Shareholders on the basis of the amount number of shares requested to be registered by the Shareholders, and (ii) second, the Registrable Common Shares requested to be included therein by the other Holders, if any, pro rata among such Registrable Shares initially proposed Holders on the basis of the number of shares requested to be registered by such Holders. If the number of shares which can be sold exceeds the number of shares of Registrable 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 registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. The Except as provided in Section 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Shares without the written consent of the Holders of a majority of the Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including the price at which such Registrable Common Shares can be sold, the Company shall include in such 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 shall be allocated pro rata among the Holders of Registrable Common Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Shares initially proposed to be registered by such Holders. If the 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 registration based on the amount of such securities initially requested to be registered by such holders 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 written consent of managing underwriter or underwriters thereof (or in the Holders case of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is not being underwritten, the Demanding Holder after consultation with an underwritten offeringinvestment banker of nationally recognized standing), without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in its or their reasonable opinion the number of shares of Registrable Shares securities proposed to be included sold in any such registration Demand Registration exceeds the number of securities which that can be sold in such offering without having a material adverse effect on the success of the offering (including, without limitation, an adverse affect impact on such offering, including the price at which such Registrable Shares can be soldselling price), the Company shall will include in such registration only the number of shares of Registrable Shares which securities that, in the reasonable opinion of such managing underwriter or underwriters (or the Demanding Holder, as the case may be) can be sold without having the a material adverse effect referred to above. If on the number success 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 registeredoffering, as follows: first, the amount of Registrable Shares to be so sold shall be allocated securities which the Equityholders, including the Demanding Holder(s) (pro rata among the Holders of Registrable Shares desiring to participate in all such registration Equityholders on the basis of the 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 relative percentage of Registrable Shares proposed Interests owned by all Equityholders who have requested that securities owned by them be so included), propose to be soldsell, such excess shall be allocated pro rata among and second, the other securities of any additional holders of securities, if any, desiring the Company's securities eligible to participate in such registration based offering, pro rata among all such Persons on the amount basis of the relative percentage of such securities initially requested held by each of them. In the event that the managing underwriter or Demanding Holder determines that additional Registrable Interests may be sold in any Demand Registration without having a material adverse effect on the success of the offering, the Company may include Comparable Securities to be registered issued and sold by such holders the Company or as such holders may otherwise agreecomparable securities held by Persons other than the Parties.

Priority on Demand Registrations. The Except as provided in Section 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Shares Common Stock without the written consent of the Holders of a majority of the shares of Registrable Shares Common Stock to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect on the price per share of the Company's equity securities to be sold in such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Shares Common Stock which in the opinion of such managing underwriters can be sold without having the adverse effect referred to abovesold. 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 Common Stock proposed to be registered, the amount of Registrable Shares Common Stock to be so sold shall be allocated pro rata among the Holders of Registrable Shares Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Shares 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 Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be 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 that are not Registrable Shares Securities without the prior written consent of the Holders holders of at least a majority of the Registrable Shares to be Securities included in such registration, or, if such . If a Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares proposed Securities and, if permitted pursuant to the immediately preceding sentence, other securities requested to be included in any such registration offering exceeds the number of securities Registrable Securities and other securities, if any, which can be sold in such offering therein without having an adverse affect on such adversely affecting the marketability of the offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only prior to the inclusion of any securities which are not Registrable Securities the number of shares Registrable Securities requested to be included (whether upon exercise of Registrable Shares which a Demand Registration right or upon exercise of the right to participate in such a Demand Registration) that in the opinion of such managing underwriters can be sold without having adversely affecting the adverse effect referred to above. If marketability of 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 registeredoffering, the amount of Registrable Shares to be so sold shall be allocated pro rata among the Holders of Registrable Shares desiring to participate in such registration respective holders thereof on the basis of the amount aggregate number of Registrable Securities held by each such Registrable Shares initially proposed to be registered by such Holdersholder. If The Company may limit the number of shares which can be sold exceeds the number of shares of Registrable Shares proposed to be sold, such excess shall be allocated pro rata Securities that each Investor may include among the other holders securities covered by such registration to the same percentage of securities, if any, desiring to participate the Registrable Securities held by such Investor as the Registrable Securities included in such registration based on by the amount Demanding Shareholders represent of such securities initially requested to be registered the Registrable Securities held by such holders or as such holders may otherwise agreethe Demanding Shareholders.

Priority on Demand Registrations. The Company shall not may include Shares other than Registrable Shares in any a Demand Registration for any securities which are not Registrable Shares without accounts on the written consent of the Holders of a majority of the Registrable Shares to be included in such registration, orterms provided below, if such Demand Registration is an underwritten offering, without only with the written consent of the managing underwritersunderwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company in writing and the Investor that in their reasonable opinion the number of shares of Registrable Shares proposed to be included in any such registration the Demand Registration exceeds the number of securities Shares which can be sold in such underwritten offering without having an adverse affect on such offering, materially delaying or jeopardizing the success of the offering (including the price at which per share of the Shares proposed to be sold in such Registrable Shares can be soldunderwritten offering), the Company shall include in such registration Demand Registration only the such number of shares of Registrable Shares which that in the reasonable opinion of such managing underwriters can be sold in such underwritten offering without having materially delaying or jeopardizing the adverse effect referred success of the offering (including the price per share of the Shares proposed to abovebe sold in such underwritten offering), which Shares will be so included in the following order of priority: (i) first, the number of Registrable Shares that the Investor proposes to sell and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of shares 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 registeredregistered pursuant to clause (i) above by the Investor, the amount of Registrable Shares to be so sold shall be allocated pro rata among to the Holders of Registrable Shares desiring to participate in such registration on the basis of the 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 proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreeInvestor.

Priority on Demand Registrations. The Except as provided in Section 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Shares Common Stock without the written consent of the Holders of a majority of the shares of Registrable Shares Common Stock to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect on the price per share of the Company’s equity securities to be sold in such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Shares Common Stock which in the opinion of such managing underwriters can be sold without having the adverse effect referred to abovesold. 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 Common Stock proposed to be registered, the amount of Registrable Shares Common Stock to be so sold shall be allocated pro rata among the Holders of Registrable Shares Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Shares 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 Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be 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 Common Stock without the written consent of the Holders of a majority of the shares of Registrable Shares Common Stock to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect on the price per share of the Company's equity securities to be sold in such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Shares Common Stock which in the opinion of such managing underwriters can be sold without having the adverse effect referred to abovesold. 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 Common Stock proposed to be registered, the amount of Registrable Shares Common Stock to be so sold shall be allocated first, to the shares of Registrable Common Stock requested to be registered by the Initiating Holders pro rata on the basis of the number of shares initially proposed to be registered by such Initiating Holders, and then pro rata among the other Holders of Registrable Shares Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Shares 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 Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders 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 written consent of the Holders of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is involving an underwritten offering, without the written consent of Underwritten Offering the managing underwriters. If underwriter or underwriters thereof advise the managing underwriters of the requested Demand Registration advise Demanding Holders or the Company in writing that in its or their reasonable opinion the number of shares of Registrable Shares Securities proposed to be included sold in any such registration Demand Registration exceeds the number of securities which that can be sold in such offering or will adversely affect the success of such offering (including, without having limitation, an adverse affect impact on such offering, including the selling price at which such or the number of Registrable Shares can be soldSecurities that any participant may sell), the Company shall include in such registration only the number of shares of Registrable Shares Securities, if any, which in the opinion of such managing underwriter or underwriters can be sold without having the an adverse effect referred to above. If on the number success of shares which can be sold without having the adverse effect referred to above is less than offering and in accordance with the number of shares of following priority: (i) first, Registrable Shares proposed to be registeredSecurities held by Demanding Holders, the amount of Registrable Shares to be so sold shall be allocated pro rata among such group (based upon the number of Registrable Securities requested to be included in such Demand Registration) and (ii) second, pro rata (based upon the number of Registrable Securities requested to be included in such registration by such Holders) among the other Holders of Registrable Shares desiring Securities who have requested to participate include Registrable Securities in such registration on registration. If all Registrable Securities requested to be sold in the basis Underwritten Offering are included therein, the Company may include other shares of Stock in such offering in accordance with the following priority, but not to exceed the number recommended by the managing underwriter or underwriters: (x) first, pro rata among any other stockholders of the amount Company having piggyback or other similar registration rights and (y) second, shares of such Registrable Shares initially Stock proposed to be registered sold by such Holders. If or for the number account of shares which can be sold exceeds the number of shares of Registrable Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreeCompany.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the written consent of the Holders of a majority of the shares of Registrable Shares Securities to be included in such registration, orand, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters, such consents not to be unreasonably withheld. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares Securities proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Shares Securities which in the opinion of such managing underwriters can be sold without having the adverse effect referred to abovesold. 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 Securities proposed to be registered, the amount of Registrable Shares Securities to be so sold shall be allocated first, to the shares of Registrable Securities requested to be registered by the Initiating Holder and then pro rata among the other Holders of Registrable Shares Securities desiring to participate in such registration on the basis of the amount of such Registrable Shares Securities initially proposed to be registered by such other Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Shares Securities proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be 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 without the written consent of the Holders of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such 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 shall be allocated (i) first, the Registrable Shares requested to be included therein by the Shareholder, (ii) second, the Registrable Shares requested to be included therein by the Initiating Holders, if any, pro rata among the such Initiating Holders of Registrable Shares desiring to participate in such registration on the basis of the amount number of shares requested to be registered by such Initiating Holders; and (iii) third, the Registrable Shares initially proposed requested to be included therein by the other Holders, if any, pro rata among such Holders on the basis of the number of shares requested to be registered by such Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. The Except as provided in Section 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Shares without the written consent of the Holders of a majority of the Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including the price at which such Registrable Common Shares can be sold, the Company shall include in such 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 Common 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 shall be allocated pro rata among the Holders of Registrable Common Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Shares initially proposed to be registered by such Holders. If the number of shares Common 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 registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. The Except as provided in Section 4.4(g), the Company shall not include in any Demand Registration any securities which are not Registrable Shares without the written consent of the Holders holders of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offeringUnderwritten Offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse and/or that the number of Registrable Shares proposed to be included in any such registration would adversely affect on the price per share of the Company’s equity securities to be sold in such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such 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 abovesold. If the number of shares which can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Shares proposed to be registered, the amount of Registrable Shares to be so sold shall be allocated first, to the Registrable Shares requested to be registered by the Initiating Holders and then pro rata among the Holders of Registrable Shares other Stockholders desiring to participate in such registration on the basis of the amount of such Registrable Shares initially proposed to be registered by such Holdersother holders. If the number of shares which can be sold exceeds the number of shares of Registrable Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be 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 that are not Registrable Shares Securities without the prior written consent of the Holders holders of at least a majority of the Registrable Shares to be Securities included in such registration, or, if such . If a Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares proposed Securities and, if permitted pursuant to the immediately preceding sentence, other securities requested to be included in any such registration offering exceeds the number of securities Registrable Securities and other securities, if any, which can be sold in such offering therein without having an adverse affect on such adversely affecting the marketability of the offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only prior to the inclusion of any securities which are not Registrable Securities the number of shares Registrable Securities requested to be included (whether upon exercise of Registrable Shares which a Demand Registration right or upon exercise of the right to participate in such a Demand Registration) that in the opinion of such managing underwriters can be sold without having adversely affecting the adverse effect referred to above. If marketability of 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 registeredoffering, the amount of Registrable Shares to be so sold shall be allocated pro rata among the Holders of Registrable Shares desiring to participate in such registration respective holders thereof on the basis of the amount aggregate number of Registrable Securities held by each such Registrable Shares initially proposed to be registered by such Holdersholder. If The Company may limit the number of shares which can be sold exceeds the number of shares of Registrable Shares proposed to be sold, such excess shall be allocated pro rata Securities that each Investor may include among the other holders securities covered by such registration to the same percentage of securities, if any, desiring to participate the Registrable Securities held by such Investor as the Registrable Securities included in such registration based on by the amount Demanding Shareholder represent of such securities initially requested to be registered the Registrable Securities held by such holders or as such holders may otherwise agreethe Demanding Shareholder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the written consent of the Holders of If a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of the requested Demand Registration advise the Company and the selling holders of the Registrable Securities in writing that in their opinion the number of shares of Registrable Shares proposed Securities requested to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including adversely affecting the price at which such Registrable Shares can be soldproposed offering or the offering price, the Company shall will include in such registration only the number of shares of Registrable Shares Securities which in the opinion of such managing underwriters can be sold without having adversely affecting the adverse effect referred to above. If proposed offering or 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 registeredoffering price, the amount of Registrable Shares to be so sold shall and such securities will be allocated pro rata among the Holders holders of Registrable Shares desiring to participate in such registration Securities on the basis of the amount number of the Registrable Securities requested to be included in such registration by their respective holders. If securities (other than Registrable Shares initially Securities) are proposed to be registered included by such Holders. If the number Company or its other securityholders in a Demand Registration which is an underwritten offering (subject to and in accordance with the provisions of shares which 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 exceeds without adversely affecting the number proposed offering or the offering price in such underwritten offering, in addition to all of shares of the Registrable Shares proposed Securities being registered, those securities which are permitted to be sold, such excess shall included will be allocated pro rata among (i) first, to the other holders Company and (ii) second, to the securityholders of such securities, if any, desiring to participate allocated among them in such registration based on the amount of such securities initially requested to be registered by such holders or proportions as such holders securityholders and the Company may otherwise agree.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the written consent of the Holders of If a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of the requested Demand Registration advise the Company and the selling holders of the Registrable Securities in writing that in their opinion the number of shares of Registrable Shares proposed Securities requested to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including adversely affecting the price at which such Registrable Shares can be soldproposed offering or the offering price, the Company shall will include in such registration only the number of shares of Registrable Shares Securities which in the opinion of such managing underwriters can be sold without having adversely affecting the adverse effect referred to above. If proposed offering or the number of shares which can offering price, and such securities will be sold without having allocated PRO RATA among the adverse effect referred to above is less than the number of shares holders of Registrable Shares proposed to be registered, the amount of Registrable Shares to be so sold shall be allocated pro rata among the Holders of Registrable Shares desiring to participate in such registration Securities on the basis of the amount number of the Registrable Securities requested to be included in such registration by their respective holders. If securities (other than Registrable Shares initially Securities) are proposed to be registered included by such Holders. If the number Company or its other securityholders in a Demand Registration which is an underwritten offering (subject to and in accordance with the provisions of shares which can be sold exceeds Section 3(d)) and the number of shares managing underwriters advise the Company and the selling holders of Registrable Shares proposed to Securities in writing that fewer than all of said other securities can be sold, in addition to all of the Registrable Securities being registered, without adversely affecting the proposed offering or the offering price in such excess shall underwritten offering, those other securities which are permitted to be included will be allocated pro rata among the Company and the other holders of securities, if any, desiring to participate securityholders in such registration based on the amount of such securities initially requested to be registered by such holders or proportions as such holders securityholders and the Company may otherwise agree.

Priority on Demand Registrations. The Company shall not include in any If a Demand Registration any securities which are not Registrable Shares without the written consent of is an Underwritten Offering the Holders of a majority of the Registrable Shares Securities to be included in such registration, or, if such Demand Registration is an underwritten offering, without offering shall be entitled to designate the written consent of lead underwriter and the Company may designate one or more co-managing underwriters. If In such event, and if the managing underwriters of the requested Demand Registration advise the Company and such Holders in writing that in their opinion the number of shares amount of Registrable Shares Securities and other securities, if any, proposed to be included sold in any such 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 securities Registrable Securities and other securities, if any, which can be sold in such offering without having an adverse affect offering, and based on such offering, including the price at which such Registrable Shares can be sold, the Company shall include determination recommends inclusion in such registration only statement of fewer Registrable Securities then proposed to be sold by the Holders, then the number of shares Registrable Securities of Registrable Shares which the Holders included in the opinion of such managing underwriters can registration statement shall be sold without having the adverse effect referred to above. If reduced pro rata among such Holders (based upon the number of shares which can Registrable Securities requested to be sold without having included in the adverse effect referred to above is less than registration); provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of shares of Registrable Shares proposed Securities intended to be registered, the amount of Registrable Shares to be so sold shall be allocated pro rata among offered by the Holders than the fraction of Registrable Shares desiring to similar reductions imposed on such other persons or entities (including the Company). No Holder may participate in any Underwritten Offering hereunder unless such registration Holder (a) agrees to sell its Registrable Securities on the basis provided in any underwriting agreements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the amount terms 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 proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreearrangements.

Priority on Demand Registrations. The Except as provided in Section 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Shares Common Stock without the written consent of the Holders of a majority of the shares of Registrable Shares Common Stock to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would adversely affect on the price per share of the Company’s equity securities to be sold in such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Shares Common Stock which in the opinion of such managing underwriters can be sold without having the adverse effect referred to abovesold. 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 Common Stock proposed to be registered, the amount of Registrable Shares Common Stock to be so sold shall be allocated pro rata among the Holders of Registrable Shares Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Shares Common Stock 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 Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be 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 without the written consent of the Holders of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares Common Stock proposed to be included in any such registration exceeds the number of securities which that can be sold in such offering without having an adverse and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect on the price per share of the Company’s equity securities to be sold in such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Shares which Common Stock that, in the opinion of such managing underwriters underwriters, can be sold without having the adverse effect referred to abovesold. If the number of shares which that can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Shares Common Stock proposed to be registered, the Company will allocate the amount of Registrable Shares Common Stock to be so sold shall be allocated pro rata among the Holders pro rata on the basis of Registrable Shares desiring Common Stock offered for such registration by each Holder electing to participate in such registration on the basis registration; provided that, such shares of the amount of such Registrable Shares initially Common Stock proposed to be registered by included in Demand Registrations that are subsequently excluded from such HoldersDemand Registrations pursuant to this Section 2(b) of this Agreement shall not be counted towards such limitations. If the number of shares which that can be sold exceeds the number of shares of Registrable Shares Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securitiesCommon Stock, if any, desiring to participate in such registration based on the amount of such securities Common Stock initially requested to be 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 without the written consent of the Holders of If a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of the requested Demand Registration advise the Company and the selling holders of the Registrable Securities in writing that in their opinion the number of shares of Registrable Shares proposed Securities requested to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including adversely affecting the price at which such Registrable Shares can be soldproposed offering or the offering price, the Company shall will include in such registration only the number of shares of Registrable Shares Securities which in the opinion of such managing underwriters can be sold without having adversely affecting the adverse effect referred to above. If proposed offering or 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 registeredoffering price, the amount of Registrable Shares to be so sold shall and such securities will be allocated pro rata among the Holders holders of Registrable Shares desiring to participate in such registration Securities on the basis of the amount number of the Registrable Securities requested to be included in such registration by their respective holders. If securities (other than Registrable Shares initially Securities) are proposed to be registered included by such Holders. If the number Company or its other securityholders in a Demand Registration which is an underwritten offering (subject to and in accordance with the provisions of shares which 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 exceeds without adversely affecting the number proposed offering or the offering price in such underwritten offering, in addition to all of shares of the Registrable Shares proposed Securities being registered, those securities which are permitted to be sold, such excess shall included will be allocated pro rata among (i) first, to the other holders Company and (ii) second, to the securityholders of such securities, if any, desiring to participate allocated among them in such registration based on the amount of such securities initially requested to be registered by such holders or proportions as such holders securityholders and the Company may otherwise agree.. (f)

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the written consent of the Holders of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares 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 shares of Registrable Shares proposed to be registered, the amount of Registrable Shares to be so sold shall be allocated pro rata among the Holders of Registrable Shares desiring to participate in such registration on the basis of the 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 proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. The Except as provided in Section 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Shares without the written consent of the Holders of a majority of the shares of Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse and/or that the number of shares of Registrable Common Shares proposed to be included in any such registration would adversely affect on the price per share of the Company’s equity securities to be sold in such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Common Shares which which, in the opinion of such managing underwriters underwriters, can be sold without having the adverse effect referred to abovesold. 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 shall be allocated pro rata among the Holders of Registrable Common Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Shares initially proposed to be registered by such Holders. If the 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 registration based on the amount of such securities initially requested to be 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 written consent of the Holders of a majority of the Registrable Shares Securities to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares Securities proposed to be included in any such registration exceeds the number of securities which that can be sold in such offering without having an adverse affect effect on such offering, offering (including adversely affect the price at which per share of the Company’s equity securities to be sold in such Registrable Shares can be soldoffering), the Company shall include in such registration only the number of shares of Registrable Shares which Securities that, in the opinion of such managing underwriters underwriters, can be sold without having the adverse effect referred to above. If the number of shares which that can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Shares Securities proposed to be registered, the Company shall allocate the amount of Registrable Shares Securities to be so sold shall be allocated pro rata among the Holders pro rata on the basis of Registrable Shares desiring Securities offered for such registration by each Holder electing to participate in such registration on the basis of the amount of such Registrable Shares initially proposed to be registered by such Holdersregistration. If the number of shares which securities that can be sold exceeds the number of shares of Registrable Shares Securities proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be 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 without the written consent of the Holders of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested in a Demand Registration advise the Company in writing that that, in their opinion opinion, the number of shares of Registrable Shares proposed Securities requested to be included in any such registration offering exceeds the number of securities which can be sold in such therein without adversely affecting the marketability of the offering without having an adverse affect on such offering, including and within a price range acceptable to the price at which such holders of a majority of the Registrable Shares can be soldSecurities requesting registration, the Company shall first include in such registration only registration, prior to the number inclusion of shares of any securities that are not Registrable Shares which Securities, the Registrable Securities requested to be included that in the opinion of such managing underwriters can be sold without having adversely affecting the adverse effect referred to above. If marketability of 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 registeredoffering, the amount of Registrable Shares to be so sold shall be allocated pro rata among the Holders of Registrable Shares desiring to participate in such registration holders thereof on the basis of the amount of Registrable Securities owned by each such holder. In the event that the Registrable Shares initially proposed Securities to be registered included in a Demand Registration shall be reduced by such Holders. If virtue of the number of shares which can be sold exceeds immediately preceding sentence, the number of shares Company shall deliver to each holder of Registrable Shares proposed to be sold, such excess shall be allocated pro rata among the other holders Securities originally requesting inclusion of securities, if any, desiring to participate Registrable Securities in such registration based on (the amount "Requesting Holders") a notice of such securities initially reduction. Within 20 days of receiving such notice, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was requested shall be permitted to withdraw such request and, if so withdrawn, such registration shall not constitute a Demand Registration for purposes of this Agreement and the Company shall not be registered by such holders or as such holders may otherwise agreeobligated to effect the same.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares Securities without the written consent of the Holders of a majority of the Registrable Shares Securities to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares Securities proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including the price at which such Registrable Shares Securities can be sold, the Company shall include in such registration only the number of shares of Registrable Shares Securities 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 Securities proposed to be registered, the amount of Registrable Shares Securities to be so sold shall be allocated (i) first, the Registrable Securities requested to be included therein by the Purchaser, and (ii) second, the Registrable Securities requested to be included therein by the other Holders, if any, pro rata among the such Holders of Registrable Shares desiring to participate in such registration on the basis of the amount number of such Registrable Shares initially proposed shares requested to be registered by such Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Shares Securities proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders 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 written consent of the Holders of representing at least a majority of the Registrable Shares Securities to be included in such registration, or, registration and (ii) if such Demand Registration is an underwritten offering, without the written consent of the managing underwritersunderwriter(s). If the managing underwriters of the underwriter(s) in any requested Demand Registration advise advise(s) the Company and the Initiating Holders of the Registrable Securities proposed to be registered in writing that in its or their opinion the number of shares of Registrable Shares Securities proposed to be included in any such registration exceeds the largest number of securities that can be expected to be sold in such offering and/or that the number of Registrable Securities proposed to be included in any such registration would have an adverse effect on the offering, including the price per share at which the Company’s equity securities can be sold in such offering without having an adverse affect on such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Shares which Securities that in the opinion of such managing underwriters underwriter(s) can be sold without having adversely affecting the adverse effect referred offering; provided, however, that the number of Registrable Securities to abovebe sold in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. If the number of shares which Registrable Securities that can be sold without having the adverse effect referred to above is less than the number of shares of Registrable Shares Securities proposed to be registered, the amount number of Registrable Shares Securities to be so sold shall be allocated pro rata among the Holders of Registrable Shares desiring Securities that desire to participate in such registration on the basis of the amount of such Registrable Shares initially proposed to be registered Securities beneficially owned by such Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. The Except as provided in Section -------------------------------- 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Shares Common Stock without the written consent of the Holders of a majority of the shares of Registrable Shares Common Stock to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Shares Common Stock which in the opinion of such managing underwriters can be sold without having the adverse effect referred to abovesold. 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 Common Stock proposed to be registered, the amount of Registrable Shares Regis- trable Common Stock to be so sold shall be allocated pro rata among the Holders of Registrable Shares Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Shares Common Stock 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 Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreeholders.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the written consent of the Holders of a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the a requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares Common Stock proposed to be included in any such registration exceeds the number of securities which that can be sold in such offering without having an adverse and/or that the number of shares of Registrable Common Stock proposed to be included in any such registration would materially adversely affect on the price per share of the Company’s equity securities to be sold in such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Shares which Common Stock that, in the opinion of such managing underwriters underwriters, can be sold without having the adverse effect referred to abovesold. If the number of shares which can that the managing underwriters believe may be sold without having the adverse effect referred to above is less than the number of shares of Registrable Shares Common Stock proposed to be registered, the Company shall allocate the amount of Registrable Shares Common Stock to be so sold shall be allocated pro rata among the Holders pro rata on the basis of Registrable Shares desiring Common Stock offered for such registration by each Holder electing to participate in such registration on but only after giving first priority to any shares of Common Stock that the basis of Company may desire to sell in the amount of such Registrable Shares initially proposed to be registered by such Holdersoffering. If the number of shares which can that the managing underwriters believe may be sold exceeds the number of shares of Registrable Shares Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securitiesCommon Stock, if any, desiring to participate in such registration based on the amount of such securities Common Stock initially requested to be registered by such holders or as such holders may otherwise agreeagree but only after giving first priority to any shares of Common Stock that the Company may desire to sell in the offering.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without If the written consent of the Holders holders of a majority of the number of shares or amount of Registrable Shares Securities to be registered in a Demand Registration so elect, the offering 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 aggregate amount of Registrable Securities requested to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise offering (together with additional securities being offered by the Company in writing that in their opinion or for the number account of shares any other person other than the Purchasers) is sufficiently large to materially and adversely affect the offering and sale of Registrable Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including the price at which such Registrable Shares can be soldSecurities, the Company shall 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 only the number of shares aggregate amount of Registrable Shares Securities which in the opinion of such managing underwriter or underwriters can be sold without having the any such material 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 effect, and such securities to be registered, the amount of Registrable Shares to be so sold included shall be allocated pro rata among the Holders holders of Registrable Shares desiring to participate in such registration Securities on the basis of the number or amount of such Registrable Shares initially proposed Securities requested to be registered by such Holders. If the number of shares which can be sold exceeds the number of shares of Registrable Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate included in such registration based on by the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreethereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the written consent of the Holders of If a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares proposed and, if permitted hereunder, other securities requested to be included in any such registration offering (including an Underwritten Shelf Offering) exceeds the number of securities Registrable Shares and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to holder(s) of a majority of the number of Registrable Shares initiating such Demand Registration pursuant to Section 3(a) and without having an adverse affect on such adversely affecting the marketability of the offering, including the price at which such Registrable Shares can be sold, then the Company shall include in such registration only Demand Registration (i) first, the number of shares 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 which in such Demand Registration), pro rata among the opinion holders of such managing underwriters can be sold without having the adverse effect referred Registrable Shares according to above. If the number of shares which can be sold without having Registrable Shares held by each such holder relative to the adverse effect referred total number of Registrable Shares held by all such holders of Registrable Shares requesting to above is less 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 of Registrable Shares including in such Demand Registration no more than the number of shares of Registrable Shares proposed requested by such holder to be registeredincluded in such Demand Registration) and, the amount of if all Registrable Shares to be so sold shall be allocated pro rata among the Holders of Registrable Shares desiring to participate in such registration on the basis of the 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 proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by included in such holders or Demand Registration have been included, (ii) second, any other Class A Shares requested to be included in such registration, in such manner as such holders the Company may otherwise agreedetermine.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the written consent of the Holders of If a majority of the Registrable Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of the requested Demand Registration advise the Company and the selling holders of the Registrable Securities in writing that in their opinion the number of shares of Registrable Shares proposed Securities requested to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including adversely affecting the price at which such Registrable Shares can be soldproposed offering or the offering price, the Company shall will include in such registration only the number of shares of Registrable Shares Securities which in the opinion of such managing underwriters can be sold without having adversely affecting the adverse effect referred to above. If proposed offering or 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 registeredoffering price, the amount of Registrable Shares to be so sold shall and such securities will be allocated pro rata among the Holders holders of Registrable Shares desiring to participate in such registration Securities on the basis of the amount number of the Registrable Securities requested to be included in such registration by their respective holders. If securities (other than Registrable Shares initially Securities) are proposed to be registered included by such Holders. If the number Company or its other securityholders in a Demand Registration which is an underwritten offering (subject to and in accordance with the provisions of shares which can be sold exceeds Section 3(d)) and the number of shares managing underwriters advise the Company and the selling holders of Registrable Shares proposed to Securities in writing that fewer than all of said other securities can be sold, in addition to all of the Registrable Securities being registered, without adversely affecting the proposed offering or the offering price in such excess shall underwritten offering, those other securities which are permitted to be included will be allocated pro rata among the Company and the other holders of securities, if any, desiring to participate securityholders in such registration based on the amount of such securities initially requested to be registered by such holders or proportions as such holders securityholders and the Company may otherwise agree.

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 shall be in the form of an underwritten offering, provided, however, that such offering shall be for a minimum of 200,000 shares of Registrable Shares without Securities, unless such number shall be reduced by the written consent managing underwriter or underwriters in accordance with this paragraph. If the managing underwriter or underwriters of such offering advise the Holders Company and the Shareholder in writing that in its or their opinion the number of a majority of the Registrable Shares Securities requested to be included in such registration, or, if offering would materially and adversely affect the success of such Demand Registration is an underwritten offering, without offering or the written consent price of the Registrable Securities to be offered, the number of Registrable Securities to be registered shall be reduced by the managing underwriter or underwriters. If the managing underwriters all of the Registrable Securities requested to be included by the Shareholder in the Demand Registration advise have been included, the Company in writing shall be entitled to include that in their opinion the number of shares of Registrable Shares proposed its unissued Common Stock or other securities as are consented to be included in any such by the managing underwriter or underwriters, and security holders of the Company other than the Shareholder exercising "piggy-back" registration exceeds the rights may include that number of securities which can be sold in such offering without having an adverse affect on such offeringas are consented to by the managing underwriter or underwriters, including the price at which such Registrable Shares can be soldprovided that, the Company shall include in such registration only the number of shares of Registrable Shares which in the opinion of the managing underwriter or underwriters, the inclusion by the Company 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 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 proposed Securities or the price of the Registrable Securities to be registered, the amount of Registrable Shares to be so sold shall be allocated pro rata among the Holders of Registrable Shares desiring to participate in such registration on the basis of the 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 proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreeoffered.

Priority on Demand Registrations. The Except as provided in Section 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Shares without the written consent of the Holders of a majority of the shares of Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse and/or that the number of shares of Registrable Common Shares proposed to be included in any such registration would adversely affect on the price per share of the Company's equity securities to be sold in such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such 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 abovesold. 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 shall be allocated pro rata among the Holders of Registrable Common Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Shares initially proposed to be registered by such Holders. If the 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 registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. The Except as provided in Section 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Common Shares without the written consent of the Holders of a majority of the shares of Registrable Common Shares to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Shares proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse and/or that the number of shares of Registrable Common Shares proposed to be included in any such registration would adversely affect on the price per share of the Company’s equity securities to be sold in such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such 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 abovesold. 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 shall be allocated pro rata among the Holders of Registrable Common Shares desiring to participate in such registration on the basis of the amount of such Registrable Common Shares initially proposed to be registered by such Holders. If the 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 registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.

Priority on Demand Registrations. The Except as provided in Section -------------------------------- 2(g), the Company shall not include in any Demand Registration any securities which are not Registrable Shares Common Stock without the written consent of the Holders of a majority of the shares of Registrable Shares Common Stock to be included in such registration, or, if such Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Shares Common Stock proposed to be included in any such registration exceeds the number of securities which can be sold in such offering without having an adverse affect on such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Shares Common Stock which in the opinion of such managing underwriters can be sold without having the adverse effect referred to abovesold. 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 Common Stock proposed to be registered, the amount of Registrable Shares Common Stock to be so sold shall be allocated pro rata among the Holders of Registrable Shares Common Stock desiring to participate in such registration on the basis of the amount of such Registrable Shares Common Stock 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 Common Stock proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreeholders.

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 all Holders of a majority of the Registrable Common Shares to be included in such registrationregistration (other than NewCo2), orand, if such Demand Registration is an underwritten offering, without the prior written consent of the managing underwritersunderwriter(s). If the managing underwriters underwriter(s) of the requested Demand Registration advise the Company in writing that in their opinion the number of shares of Registrable Common Shares proposed to be included in any such registration exceeds the number of securities Common Shares which can be sold in such offering without having an adverse affect on the price of the Registrable Common Shares to be sold in such offering, including the price at which such Registrable Shares can be sold, the Company shall include in such registration only the number of shares of Registrable Common Shares which in the opinion of such managing underwriters underwriter(s) 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 shall be allocated pro rata among all Holders in proportion to the Holders respective amounts of Registrable Common Shares desiring to participate in such registration on the basis of the 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 proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially they have requested to be registered by with respect to such holders or as such holders may otherwise agreeDemand Registration.

Priority on Demand Registrations. The Company shall Issuer will not include in any -------------------------------- Demand Registration any securities which are not Registrable Shares Securities or Other Registrable Securities without the written consent of the Holders of a majority of the Registrable Shares Offerors not to be included in such registration, or, unreasonably withheld (and the Offerors may not withhold their written consent if such the Demand Registration is an underwritten offering, without the written consent of the managing underwriters. If offering and the managing underwriters of advise Issuer and the requested Demand Registration advise the Company Offerors in writing that in their opinion the number of shares Registrable Securities and other securities requested to be included therein does not exceed the number of securities which can be sold in such offering without materially adversely affecting such sale). If Other Registrable Shares proposed Securities are permitted to be included in any such registration a Demand Registration which is an underwritten offering and the managing underwriters advise Issuer in writing that in their opinion the number of Registrable Securities and Other Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering without having an adverse affect on materially adversely affecting such offeringsale, including the price at which such Registrable Shares can be sold, the Company shall Issuer will include in such registration only prior to the inclusion of any securities which are not Registrable Securities the number of shares of Registrable Shares Securities requested to be included 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 registeredsold, the amount of Registrable Shares to be so sold shall be allocated pro rata among the Holders respective holders of such Registrable Shares desiring to participate in such registration Securities on the basis of the 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 proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agreeowned.