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 Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority Holders owning more than 50% of the Registrable Securities included in such registrationbeing requested to be registered. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, hereunder other securities requested to be included in such offering offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority Holders owning more than 50% of the Registrable Securities initially requesting registrationbeing requested to be registered, then the Company shall include in such registration before the number inclusion of any securities which can be so sold in the following order of priorities: are not Registrable Securities (i) first, among the Registrable Securities, if any, other than securities requested to be included in such registrationregistration pursuant to contractual obligations with the Company) the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of Registrable Securities owned by each such holder (but holder. Any Persons other than holders of Registrable Securities who participate in no event greater than Demand Registrations which are not at the amount requested to be included by such holder) and (ii) second, other securities requested to be included Company’s expense must pay their share of the Registration Expenses as provided in such registrationSection 4 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of prioritiespriority: (i) first, among the Registrable Securities, if any, Securities requested to be included in such registration, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities on the basis of the number of shares of such Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) , and (ii) second, other securities securities, if any, requested to be included in such registrationregistration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registrationQualified Holders. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities andrequested to be included in such offering, and if permitted hereunder, other securities requested to be included in such offering offering, exceeds the number of Registrable Securities and other securities, if any, securities which can be sold in an orderly manner in such therein without adversely affecting the marketability of the offering and within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registrationrequested to be registered, the Company shall first include in such registration registration, prior to the number inclusion of any securities which can be so sold in the following order of priorities: (i) first, among the are not Registrable Securities, if any, the Registrable Securities requested to be included which in the opinion of such registrationunderwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such requesting holder) and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall Issuer will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company Issuer in writing that that, in their opinion opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting included in such registration, the Company shall Issuer will include in such registration the number which can be so sold in the following order of priorities: (i) first, among the number of Registrable Securities, if any, Securities requested to be included in such registrationregistration which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) , and (ii) second, other securities requested to be included in such registrationDemand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Issuer's expense must pay their share of the Registration Expenses as provided in Section 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, requested to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registrationits Affiliates.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to therein without adversely affecting the holders of a majority marketability of the Registrable Securities initially requesting registrationoffering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, Securities requested to be included which in the opinion of such registrationunderwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of Registrable Securities owned by each such holder (but in no event greater than provided that at any time after one year following a public offering of the amount requested to be included by such holder) and (ii) secondCompany's Common Stock, other securities requested to the Commonwealth Group may request that its shares of the Company's Common Stock be included in such registrationregistration pro rata with the Registrable Securities). Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company's expense must pay their share of the Registration Expenses as provided in Section 5 hereof.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Securities without unless the prior written consent holder(s) of the holders of at least a majority of the Registrable Securities included in such registrationDemand Registration otherwise consent. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities securities, requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable specified in the Demand Request pursuant to Section 2(a) and without adversely affecting the holders of a majority marketability of the Registrable Securities initially requesting registrationoffering, then the Company shall will include in such registration the number which can be so sold in the following order of priorities: Demand Registration (iA) first, the number of Registrable Securities requested to be included in such Demand Registration, pro rata among the Holders of such Registrable SecuritiesSecurities based on the number of Registrable Securities requested by each such Holder to be so included, if anyand (B) second, any other securities of the Company requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registrationmanner as the Company may determine.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of prioritiespriority: (i) first, among the Registrable Securities, if any, Securities requested to be included in such registration, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities on the basis of the number of shares of such Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) , and (ii) second, other securities requested to be included in such registrationregistration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, Securities requested to be included in such registration, registration pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder (but in no event greater than the amount requested to be included by such holder) , and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders holder of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration registration, prior to the number which can be so sold in the following order inclusion of priorities: (i) first, among the any securities that are not Registrable Securities, if any, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering acceptable to the holder of Investor Registrable Securities initially requesting registration, pro rata among the respective holders of such Registrable Securities on the basis of the number amount of Registrable Securities owned by each such holder holder; provided that the holders of Executive Registrable Securities and Other Registrable Securities (but in no event greater than to the amount requested to be included by such holderextent holders of Other Registrable Securities are employees of the Company or any of its Subsidiaries) and (ii) second, other securities requested to be included may participate in such registrationunderwritten offering only to the extent agreed to by the managing underwriters.

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registrationSecurities. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting initiating such registration, the Company shall will include in such registration only the number of securities which can be so sold in the following order of priorities: (i1) first, among the Registrable Securities, if any, Securities that the holders of Registrable Securities and their respective affiliates have requested to be included in such registration, registration (pro rata among according to the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested proposed to be included in the registration by such registrationholders) and (2) second, securities held by all other parties (pro rata according to the securities proposed to be included in the registration by such other parties).

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting included in such registration, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, Securities requested to be included which in the opinion of such registrationunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registrationtherein.

Priority on Demand Registrations. The Without the written consent of the Offerors: (i) the Company shall will not include in any the first Demand Registration any securities which are not Registrable Securities without and (ii) the prior written consent of the holders of a majority of the Company will not include in any subsequent Demand Registration any securities which are not Registrable Securities included in unless such registration. If a Demand Registration offering is an underwritten offering and the managing underwriters advise the Company and the Offerors in writing that in their opinion the inclusion of such other securities will not materially impair the ability of the Offerors to sell the Registrable Securities included in the offering. If other securities are permitted to be included in a Demand Registration which is an underwritten offering and the managing underwriters advise the Company and the Offerors in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, and other securities requested to be included exceeds the number of securities which can be sold without materially adversely affecting such offering, the Company will include in such offering exceeds registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, requested to be included which in the opinion of such registrationmanaging underwriters can be sold, pro rata among the respective holders of such the Registrable Securities on the basis of the number amount of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registrationowned.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority at least 66% of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, Securities requested to be included which in the opinion of such registrationunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration only the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, Securities requested to be included which in the opinion of such registrationunderwriters can be sold in an orderly manner within the acceptable price range of such offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of Registrable Securities owned by each such holder (but holder. Any Persons other than holders of Registrable Securities who participate in no event greater than Demand Registrations which are not at the amount requested to be included by such holder) and (ii) second, other securities requested to be included Company's expense must pay their share of the Registration Expenses as provided in such registrationSection 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority at least 662/3% of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, Securities requested to be included which in the opinion of such registrationunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Investor Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Investor Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Investor Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting registration, the Company shall include in such registration prior to the inclusion of any securities which are not Investor Registrable Securities the number which can be so sold in the following order of priorities: (i) first, among the Investor Registrable Securities, if any, Securities requested to be included which in the opinion of such registrationunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of Investor Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting registrationto be included in such registration therein, without adversely affecting the marketability of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, Securities requested to be included which in the opinion of such registrationunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registration.such

Priority on Demand Registrations. The Company shall will not include in any Demand Long-Form Registration or Short-Form Registration any securities which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Demand Long-Form Registration or a Short-Form Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to therein without adversely affecting the holders of a majority marketability of the Registrable Securities initially requesting registrationoffering, the Company shall will include in such registration the number which can be so sold in the following order of priorities: (i) first, among the number of Registrable Securities, if any, Securities requested to be included in such registrationregistration pro rata, pro rata if necessary, among the holders of such Registrable Securities based on the basis number of the number shares of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, any other securities of the Company requested to be included in such registrationregistration pro rata, if necessary, on the basis of the number of shares of such other securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company's expense must pay their share of the Registration Expenses as provided in Section 6 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Securities without the prior written consent of the holders of a majority of the Principal Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders holder of a majority of the Principal Registrable Securities initially requesting registration, the Company shall include in such registration registration, prior to the number which can be so sold in the following order inclusion of priorities: (i) first, among the any securities that are not Registrable Securities, if any, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering acceptable to the holder of Principal Registrable Securities initially requesting registration, pro rata among the respective holders of such Registrable Securities on the basis of the number amount of Registrable Securities owned by each such holder holder; provided that the holders of Management Registrable Securities and Other Registrable Securities (but in no event greater than to the amount requested to be included by such holderextent holders of Other Registrable Securities are employees of the Company or any of its Subsidiaries) and (ii) second, other securities requested to be included may participate in such registrationunderwritten offering only to the extent agreed to by the managing underwriters.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of prioritiespriority: (i) first, among the Registrable Securities, if any, Securities requested to be included in such registration, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities on the basis of the number of Registrable Securities shares of New Common Stock owned by each such holder (but in no event greater than the amount requested to be included by such holder) , and (ii) second, other securities requested to be included in such registrationregistration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, and other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, securities which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registrationoffering, the Company shall will include in such registration the number which can be so sold in the following order of priorities: (iA) first, among the Registrable Securities, if any, Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities of the applicable type owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (iiB) second, other securities requested (if any) permitted to be included in such registration; provided, however, for any Demand Registration made pursuant to Section 1(d), the Company will include in such registration (x) first, all of the Registrable Securities requested to be included by the Equitable Investors (pro rata, on the basis of the respective numbers of shares of Warrant Stock held, or subject to Warrants held, by the Equitable Investors) and (y) then as set forth in subclauses (A) and (B) above.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registrationSecurities. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall will include in such registration the number which can be so sold in the following order of priorities: registration, if any, (i) first, among the Registrable Securities, if any, Securities requested to be included in such registrationregistration by the holders thereof, which securities can in the opinion of such underwriters be sold in an orderly manner within the price range of such offering, pro rata among the such holders of such Registrable Securities on the basis of the number of shares of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) , and (ii) second, the other securities requested to be included which in the opinion of such registrationunderwriters can be sold in an orderly manner within the price range of such offering.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of prioritiespriority: (i) first, among the Registrable Securities, if any, Securities requested to be included in such registration, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities on the basis of the number of Registrable Securities shares of Common Stock owned by each such holder (but in no event greater than the amount requested to be included by such holder) , and (ii) second, other securities requested to be included in such registrationregistration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, Securities requested to be included which in the opinion of such registrationunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of Registrable Securities owned by each such holder (but holder. Any Persons other than holders of Registrable Securities who participate in no event greater than Demand Registrations which are not at the amount requested to be included by such holder) and (ii) second, other securities requested to be included Company's expense must pay their share of the Registration Expenses as provided in such registrationparagraph 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without If the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering Public Offering and the managing underwriters for such Demand Registration advise the Company and applicable Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering Demand Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such without adversely affecting the marketability, proposed offering within a price range acceptable to the holders Holders of a majority of the Registrable Securities initially requesting registrationrequested to be included in the Demand Registration, timing or method of distribution of the offering, the Company shall include in such registration Demand Registration the number of Registrable Securities which can be so sold without such adverse effect in the following order of prioritiespriority: (i) first, among the Registrable Securities, if any, Securities requested to be included in such registrationDemand Registration, allocated pro rata among the holders respective Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and Holder; (ii) second, securities offered by the Company; and (iii) third, other securities requested to be included in such registrationDemand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority (by number of the shares) of Registrable Securities on a Diluted Basis requested to be included in such registrationDemand Registration. If other securities are permitted to be included in a Demand Registration which is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, and other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, securities which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority (by a number of the shares) of Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, on a Diluted Basis requested to be included in such Demand Registration, the Company will include in such registration, to the exclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold, pro rata among the holders of such Registrable Securities on the basis of the number amount of Registrable Securities owned by each such holder (but in no event greater than the amount on a Diluted Basis requested to be included by such holder) and (ii) second, other securities requested to be included in such registrationoffered thereby.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of at least a majority of the Registrable Securities initially requesting registrationrequested to be included in such offering, the Company shall include in such registration registration, prior to the number inclusion of any securities which can be so sold in the following order of priorities: (i) first, among the are not Registrable Securities, if any, the number of Registrable Securities requested to be included which in the opinion of such registrationunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders of such Registrable Securities thereof on the basis of the number amount of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) firstFIRST, among the Registrable Securities, if any, Securities requested to be included in such registration, registration pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder (but in no event greater than the amount requested to be included by such holder) , and (ii) secondSECOND, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder (but in no event greater than the amount requested to be included by such holder) , and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registrationto be included in such registration without adversely affecting the marketability of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which in the opinion of such underwriters can be so sold in an orderly manner within the following order price range of priorities: (i) firstsuch offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities, if any, Securities requested by each such holder to be included in such registrationoffering. Notwithstanding anything herein to the contrary, pro rata among without the consent of the Company and the holders of such a majority of the Registrable Securities on the basis of the number of Registrable Securities owned by each such holder (but in no event greater than the amount requested to be included by such holder) and (ii) second, other securities requested to be included in such registration, any Persons other than holders of Registrable Securities who participate in Demand Registrations must pay their share of the Registration Expenses as provided in paragraph 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration the number which can be so sold in the following order of priorities: (i) first, among the Registrable Securities, if any, Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities shares owned by each such holder (but in no event greater than the amount requested to be included by such holder) , and (ii) second, other securities requested to be included in such registration. Notwithstanding the foregoing, if a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities held by the Management Stockholders requested to be included in such offering would adversely affect the marketability of the offering, the Company shall be entitled to exclude from such offering the Registrable Securities held by such Management Stockholders.