Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offering, selected by the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.

Priority on Piggyback Registrations. If the Piggy-Back a Piggyback Registration relates to is an Underwritten Offering underwritten offering by or through one or more underwriters of recognized standing and the managing underwriter or underwriters of such Underwritten Offering, selected by the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders party or parties initiating such offering in writing (a copy of which writing shall be provided to the Holders) that in their good faith judgment the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities requested to be included in such registration exceeds the number which can be sold in such Underwritten Offering offering without having a material adverse affect on materially and adversely affecting the success marketability of the offering, then any such Underwritten Offering, registration shall include the maximum number of shares that such managing underwriters advise can be sold in such offering allocated as follows: (x) if the Company shall include in has initiated such Piggy-Back Registration offering, (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of that any other securities may be included without exceeding the number of limitations recommended by the underwriters as aforesaid, (A) the Registrable Securities requested to be included in such registration which, with by the advice of such managing underwriter or underwriters, can be sold without having Holders and the adverse effect referred to above, the number holders of Registrable Securities which (as defined in the Participating Piggy-Back DB Registration Rights Agreement), with all such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among the Holders have and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other proportion mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement) has initiated such offering, (i) first, the securities the holders under the DB Registration Rights Agreement propose to sell together with the securities the Holders of Registrable Securities hereunder propose to sell on a pro rata basis (or in such other proportion mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, all such other securities on a pro rata basis (or in such other proportion mutually agreed upon among such other holders) based on the amount of securities requested to be included therein, and (z) if a party other than the Company or a holder under the DB Holdings Registration Rights Agreement initiated such offering, securities proposed to be sold by the Company, and the Registrable Securities to be included in such registrationregistration by the Holders, with such amount additional securities to be allocated included on a pro rata basis (or in such other proportion mutually agreed among all Participating Piggy-Back the Company, the Holders and such other holders), based on the basis of the relative amount of Registrable Securities and other securities requested to be included therein by each Participating Piggy-Back Holdertherein.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company) advises the Company and the holders of the Registrable Securities to be included in such Piggyback Registration, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, by any Persons other than the Investors who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such demand rights, to which being “Other Demand Rights” and such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to other Persons, being “Other Demanding Sellers”), by any other securities the Company intends to register would be greater than the total number holders of securities which can (including the Investors) seeking to sell such securities in such Piggyback Registration (“Piggyback Sellers”), in each case, if any would materially adversely affect the marketability of the securities sought to be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) firstonly such securities as the Company, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sellOther Demanding Sellers, and (ii) second, to the extent of the number of Registrable Securities requested to be included in Piggyback Sellers are so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having such an effect (the adverse effect referred to above“Maximum Piggyback Number”), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company (reasonably acceptable to the holders of a majority of the Registrable Securities sought to be included in such Piggyback Registration and whose fees and expenses shall be borne solely by the Company)) advises the Company and the holders of the Registrable Securities to be included in such Piggyback Registration, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Persons who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to so-called "piggyback" or other incidental or participation registration rights) such registration (such demand rights being "Other Demand Rights" and such Persons being "Other Demanding Sellers"), to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount any holders of Registrable Securities that seeking to sell such Participating Piggy-Back Holders intend to include securities in the Piggy-Back such Piggyback Registration in addition to ("Piggyback Sellers") and any other proposed sellers, in each case, if any, would adversely affect the marketability of the securities the Company intends sought to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) firstonly such securities as the Company, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sellOther Demanding Sellers, and (ii) second, to the extent of the number of Registrable Securities requested to be included in Piggyback Sellers are so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having such an effect (the adverse effect referred to above"Maximum Piggyback Number"), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If The Company shall use its reasonable best efforts to cause the Piggy-Back Registration relates managing underwriter or underwriters of a proposed underwritten offering to an Underwritten Offering include all Registrable Securities requested by Holders under this Section on the same terms and conditions as any other shares of Common Stock of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering, selected by underwritten offering have informed the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that in its or their view the total number of shares or dollar amount of Registrable Securities Common Stock that the Holders, the Company and any other Persons having rights to participate in such Participating Piggy-Back Holders registration, intend to include in the Piggy-Back Registration in addition such offering is such as to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse adversely affect on the success of such Underwritten Offeringoffering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of then the number of Registrable shares of Common Stock that in the opinion of such managing underwriter can be sold without adversely affecting such offering shall be included in the following order: First, the shares of Common Stock being offered for the account of the Company; Second, the Investor Securities, pro rata based on the number of Investor Securities requested to be included in such registration whichby Holders thereof; Third, with the advice of such managing underwriter or underwritersManagement Securities, can be sold without having the adverse effect referred to above, pro rata based on the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Management Securities requested to be included therein by each Participating Piggythe Holders thereof; and Fourth, the shares of Common Stock being offered for the account of any other Persons, pro rata based on the number of shares of Common Stock requested to be included by the holders thereof. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) any Piggyback Registration that is a Shelf Registration shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder to allow for a Partner Distribution and (ii) the Company shall, at the reasonable request of any Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-Back effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution. Notwithstanding anything herein to the contrary, in respect of any offering contemplated herein (whether under Section 2, Section 3 or otherwise) no Holder or any of its affiliates (other than the Company), officers, directors, partners, members, stockholders or representatives shall be required, directly or indirectly, to make any representations or warranties to, or agreements with, the Company or the underwriters (including, without limitation, agreements with respect to indemnification) other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution, and any liability of any such Holder or its affiliates (other than the Company) to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the total price at which the Registrable Securities sold by such Holder were offered to the public (net of discounts and commissions paid by such Holder in connection with such offering).

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offering, selected by the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in the Piggyback Registration by any Holder differ from the type of securities proposed to be registered by the Company and the managing Underwriter advises the Company that due solely to such registration differences the inclusion of such Registrable Securities would cause a Material Adverse Effect, then (i) the number of such Holders' Registrable Securities to be included in the Piggyback Registration shall be reduced to an amount which, with in the advice opinion of the managing Underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the opinion of the managing Underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such Piggyback Registration, provided that no other securities of such managing underwriter or underwriters, can be sold without having type are included and offered for the adverse effect referred to above, the account of any other Person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the Participating Piggy-Back Holders have total number of shares requested to be included in such registration, Piggyback Registration by all Persons other than the Company who have the contractual right to request that their shares be included in such amount to registration statement and who have requested that their shares be allocated pro rata among all Participating Piggy-Back Holders on included. If the basis of the relative amount of Registrable Securities requested to be included therein in the registration statement are of the same type as the securities being registered by the Company and the managing Underwriter advises the Company that the inclusion of such Registrable Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Participating Piggy-Back Holder only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons who have the contractual right to request that their shares be included in such registration statement and who have requested their shares be included; provided, however, that the provisions of this sentence shall not be applicable to the Person or Persons initiating such registration statement. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any such Holder's requested shares are included. If another security holder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Securities requested to be included in the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 2.02(b) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Securities in such registration statement prior to its effectiveness.

Priority on Piggyback Registrations. If the Piggy-Back a Piggyback Registration relates to is an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offering, selected by the Company pursuant to Section 8, to which such Piggy-Back Registration relates Managing Underwriters advise the Participating Piggy-Back Holders party or parties initiating such offering in writing (a copy of which writing shall be provided to the Holders) that in their good faith judgment the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities requested to be included in such registration exceeds the number which can be sold in such Underwritten Offering offering without having a material adverse affect on materially and adversely affecting the success marketability of the offering, then any such Underwritten Offering, registration shall include the maximum number of shares that such Managing Underwriters advise can be sold in such offering allocated as follows: (x) if the Company shall include in has initiated such Piggy-Back Registration offering, (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of that any other securities may be included without exceeding the number of limitations recommended by the underwriters as aforesaid, (A) the Registrable Securities requested to be included in such registration which, with by the advice of such managing underwriter or underwriters, can be sold without having Holders and the adverse effect referred to above, the number holders of Registrable Securities which (as defined in the Participating Piggy-Back Mammoth Holdings Registration Rights Agreement and in the Investor Rights Agreement), with all such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among the Holders have and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other basis mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement or the Investor Rights Agreement, as applicable) has initiated such offering, (i) first, the securities the initiating holder(s) propose to sell together with the securities the Holders of Registrable Securities hereunder and the holder of Registrable Securities as defined in the Mammoth Holdings Registration Rights Agreement or the Investor Rights Agreement, as applicable, propose to sell on a pro rata basis (or in such other basis mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, all such other securities on a pro rata basis (or in such other proportion mutually agreed upon among the Company, if applicable, and such other holders) based on the amount of securities requested to be included therein, and (z) if a party other than the Company or a holder under the Mammoth Holdings Registration Rights Agreement or the Investor Rights Agreement initiated such offering, (i) first, the securities such other party proposes to sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, securities proposed to be sold by the Company, and the Registrable Securities to be included in such registrationregistration by the Holders, the holders of Registrable Securities as defined in the Mammoth Holdings Registration Rights Agreement and the holder of Registrable Securities as defined in the Investor Rights Agreement, with such amount additional securities to be allocated included on a pro rata basis (or in such other basis mutually agreed among all Participating Piggy-Back the Company, the Holders and such other holders), based on the basis of the relative amount of Registrable Securities and other securities requested to be included therein by each Participating Piggy-Back Holdertherein.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company (reasonably acceptable to the holders of a majority of the Registrable Securities sought to be included in such Piggyback Registration and whose fees and expenses shall be borne solely by the Company)) advises the Company and the holders of the Registrable Securities sought to be included in such Piggyback Registration, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Persons who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to “piggyback” or other incidental or participation registration rights) such registration (such demand rights being “Other Demand Rights” and such Persons being “Other Demanding Sellers”), to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount any holders of Registrable Securities that seeking to sell such Participating Piggy-Back Holders intend to include securities in the Piggy-Back such Piggyback Registration in addition to (“Piggyback Sellers”) and any other proposed sellers, in each case, if any, would adversely affect the marketability of the securities the Company intends sought to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) firstonly such securities as the Company, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sellOther Demanding Sellers, and (ii) second, to the extent of the number of Registrable Securities requested to be included in Piggyback Sellers are so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having such an effect (the adverse effect referred to above“Maximum Piggyback Number”), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If In the Piggy-Back event that the Piggyback Registration relates includes an underwritten offering, the Company shall so advise the Shareholders as part of the written notice given pursuant to an Underwritten Offering Section 5.01(a) and the registration rights provided in Section 5.01(a) shall be subject to the condition that if the managing underwriter or underwriters of such Underwritten Offering, selected by a Piggyback Registration advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing (a copy of which shall be provided to the applicable Shareholders) that in its opinion the total amount number of Registrable Securities that proposed to be sold in such Participating Piggy-Back Holders intend Piggyback Registration exceeds the number which can be sold, and would materially adversely affect the price at which the Registrable Securities are to include be sold, in such offering, the Company (or the Shareholders, as the case may be) will in- clude in such registration only the number of Registrable Securities which, in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number opinion of securities which such underwriter or underwriters can be sold in such Underwritten Offering offering without having a such material adverse affect on the success of such Underwritten Offering, the Company shall include effect. The Registrable Securities so included in such Piggy-Back Piggyback Registration shall be apportioned (i) first, 100% either (x) in the case of a primary registration on behalf of the Class A Common StockCompany, Class D to any shares of Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and or (iiy) secondin the case of a secondary registration on behalf of a Shareholder, to pro rata among the extent Holders on the basis of the number of Registrable Securities requested to be registered pursuant to such Demand Registration, (ii) second, pro rata among the Company Shareholder, RM and the HIP Co-Investors (and their respective Permitted Transferees), but only to the extent of shares of Common Stock of the Company held by them as of the date hereof (as adjusted by the Adjustments), and (iii) third, pro rata among other shares included in such registration whichPiggyback Registration, with in each case according to the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the total number of Registrable Securities which shares of the Participating Piggy-Back Holders have Common Stock requested to be included for inclusion by said selling stockholders, or in such registration, other proportions as shall mutually be agreed to among such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holderselling stockholders.

Priority on Piggyback Registrations. If the Piggy-Back a Piggyback Registration relates to is an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offering, selected by the Company pursuant to Section 8, to which such Piggy-Back Registration relates Managing Underwriters advise the Participating Piggy-Back Holders party or parties initiating such offering in writing (a copy of which writing shall be provided to the Holders) that in their good faith judgment the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities requested to be included in such registration exceeds the number which can be sold in such Underwritten Offering offering without having a material adverse affect on materially and adversely affecting the success marketability of the offering, then any such Underwritten Offering, registration shall include the maximum number of shares that such Managing Underwriters advise can be sold in such offering allocated as follows: (x) if the Company shall include in has initiated such Piggy-Back Registration offering, (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of that any other securities may be included without exceeding the number of limitations recommended by the underwriters as aforesaid, (A) the Registrable Securities requested to be included in such registration which, with by the advice of such managing underwriter or underwriters, can be sold without having Holders and the adverse effect referred to above, the number holders of Registrable Securities which (as defined in the Participating Piggy-Back Mammoth Holdings Registration Rights Agreement and in the Rhino Registration Rights Agreement), with all such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among the Holders have and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other basis mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement) has initiated such offering, (i) first, the securities the holders under the Mammoth Holdings Registration Rights Agreement propose to sell together with the securities the Holders of Registrable Securities hereunder and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, propose to sell on a pro rata basis (or in such other basis mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, all such other securities on a pro rata basis (or in such other proportion mutually agreed upon among the Company, if applicable, and such other holders) based on the amount of securities requested to be included therein, and (z) if a party other than the Company or a holder under the Mammoth Holdings Registration Rights Agreement initiated such offering, (i) first, the securities such other party proposes to sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, securities proposed to be sold by the Company, and the Registrable Securities to be included in such registrationregistration by the Holders, the holders of Registrable Securities as defined in the Mammoth Holdings Registration Rights Agreement and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, with such amount additional securities to be allocated included on a pro rata basis (or in such other basis mutually agreed among all Participating Piggy-Back the Company, the Holders and such other holders), based on the basis of the relative amount of Registrable Securities and other securities requested to be included therein by each Participating Piggy-Back Holdertherein.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates The Company shall use reasonable efforts to an Underwritten Offering and cause the managing underwriter or underwriters of such Underwritten Offering, selected by the Company pursuant a proposed underwritten offering to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number permit holders of Registrable Securities requested to be included in the registration for such registration whichoffering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, with if any, of the advice Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwritersunderwriters by first reducing, can or eliminating if necessary, all securities of the Company requested to be sold without having included by such other Persons (other than the adverse effect referred Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to above, be included by the number holders of Registrable Securities which requesting such registration pro rata among such holders on the Participating Piggy-Back Holders have basis of the percentage of the Registrable Securities requested to be included in such registrationRegistration Statement by such holders. Notwithstanding anything contained herein to the contrary, such amount to be allocated pro rata among the Company hereby agrees that (i) any Piggyback Registration shall contain all Participating Piggy-Back Holders language (including, without limitation, on the basis Prospectus cover page, the principal stockholders’ table and the plan of the relative amount distribution) as may be reasonably requested by a holder of Registrable Securities requested to be allow for a Partner Distribution and (ii) the Company shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included therein in the initial Registration Statement, or revise such language if deemed reasonably necessary by each Participating Piggy-Back Holdersuch holder of Registrable Securities to effect such Partner Distribution.

Priority on Piggyback Registrations. If any of the Piggy-Back Registration relates Registrable Securities to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offering, selected by the Company be registered pursuant to Section 8, a Piggyback Registration are to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such an Underwritten Offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) of a proposed Underwritten Offering to permit holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such Piggy-Back Registration offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such Underwritten Offering advise the Company in writing that it is their good faith opinion the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration intend to include in such Underwritten Offering is such as to adversely affect the price, timing or distribution of the securities in such Underwritten Offering, then there shall be included in such Underwritten Offering the number or dollar amount of securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such Underwritten Offering, and such number of Registrable Securities shall be allocated as follows: (i) first, 100% of the Class A Common Stock, Class D Common Stock or other all securities that would proposed to be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock sold by the Company proposes to sell, and for its own account; (ii) second, to the extent of the number of all Registrable Securities requested to be included in such registration whichPiggyback Registration by the Shareholders pursuant to Section 4, with pro rata among such holders on the advice basis of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, percentage of the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registrationRegistration Statement by such Shareholders; and (iii) third, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities other securities requested to be included therein in such Registration Statement by each Participating Piggy-Back Holderother holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Shareholder may, prior to the effectiveness of the Registration Statement, withdraw its request to be included in such Piggyback Registration pursuant to this Section 4.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to Statement for which the Partnership gives notice under this Section 3 is for an Underwritten Offering and Offering, then any Holder’s ability to include its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities in the Underwritten Offering; provided, that, in the event that the managing underwriter or underwriters of such Underwritten Offering, selected by Offering advises the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise Partnership and the Participating Piggy-Back Holders Holder in writing that in its opinion the total inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the Partnership will include in such Underwritten Offering such amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can managing underwriter advises may be sold in such Underwritten Offering without having offering as follows: (i) in the event of a material adverse affect on the success of such Demand Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Registrable Securities to be included by the Holder(s) requesting such Demand Underwritten Offering, second, the Common Stock, Class D Common Stock or other securities that would Units to be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock included by the Company proposes to sell, and (ii) secondPartnership, to the extent it elects to sell Common Units in such Demand Underwritten Offering; and third, the Common Units, if any, proposed to be included in such Demand Underwritten Offering by any other holders of Common Units; (ii) in the number event of Registrable Securities a Piggyback Registration in connection with an Underwritten Offering of Common Units on behalf of a holder of Common Units other than the Partnership (other than a Demand Underwritten Offering), first, the Common Units requested to be included in such registration which, with Underwritten Offering by the advice holder of Common Units that demanded such managing underwriter or underwriters, can be sold without having the adverse effect referred to aboveUnderwritten Offering; second, the number of Registrable Securities which the Participating Piggy-Back Holders have Common Units requested to be included in such registrationUnderwritten Offering by the Partnership; third, such amount to be allocated the Registrable Securities owned by any Holder, pro rata among all Participating Piggy-Back Holders based on the basis of the relative amount number of Registrable Securities initially requested by them to be included therein in such Underwritten Offering and fourth, the Common Units, if any, proposed to be included in the Underwritten Offering by each Participating Piggy-Back any other holders of Common Units; or (iii) in the event of a Piggyback Registration in connection with an Underwritten Offering of Common Units that is initiated by the Partnership for a primary offering of Common Units by the Partnership, first, the Common Units to be included in such Underwritten Offering by the Partnership; second, the Registrable Securities owned by any Holder, pro rata based on the number of Registrable Securities initially requested by them to be included in such Underwritten Offering; and third, the Common Units, if any, proposed to be included in the Underwritten Offering by any other holders of Common Units. No Holder may participate in an Underwritten Offering unless such Holder agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided, such notice is delivered prior to the launch of such Underwritten Offering. The Partnership shall have the right to terminate or withdraw any Registration Statement or Underwritten Offering initiated by it prior to the Effective Date of the Registration Statement or the pricing date of the Underwritten Offering, as applicable.

Priority on Piggyback Registrations. If In the Piggy-Back event that the Piggyback Registration relates includes an underwritten offering, the registration rights provided in Section 3.01(a) shall be subject to an Underwritten Offering and the condition that if the managing underwriter or underwriters of such Underwritten Offering, selected by a Piggyback Registration advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders that in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of its opinion the number of Registrable Securities requested proposed to be included sold in such Piggyback Registration exceeds the number that can be sold without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, the Company and the Stockholders, as the case may be, will include in such registration only the number of Registrable Securities which, with in the advice opinion of such managing underwriter or underwriters, can be sold in such offering without having the such adverse effect referred to above, the number of effect. The Registrable Securities which the Participating Piggy-Back Holders have requested to be so included in such registrationPiggyback Registration (unless it is a Demand Registration) shall be apportioned as follows: (i) first, such amount to be allocated any shares of Common Stock that the Company proposes to sell and (ii) second, pro rata among all Participating Piggy-Back Holders on the basis shares of the relative amount Registrable Securities included in such Piggyback Registration, in each case according to the total number of shares of the Registrable Securities requested for inclusion by the Piggyback Holder, or in such other proportions as shall mutually be agreed to among the Piggyback Holders. Notwithstanding anything to the contrary herein, if the underwriter reasonably determines that marketing factors require the exclusion of particular Stockholder(s) from participating in such offering (e.g., the exclusion of members of management) as to all or any portion of such Stockholder’s Registrable Securities, the Company shall so advise such Stockholder(s) and all or such portion of such Stockholder’s Registrable Securities shall be included therein excluded from such registration to the extent determined by each Participating Piggy-Back Holdersuch underwriter.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offeringunderwriters, selected by the Company pursuant to Section 8if any, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders holders of Registrable Securities (such holders, "Piggyback Registrants") wishing to participate in the Piggyback Registration in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in its or their reasonable opinion or, in the Piggy-Back case of a Piggyback Registration in addition to any other securities not being underwritten, the Company intends to register would be greater than shall reasonably determine (and notify the total Piggyback Registrants of such determination) after consultation with an investment banker of nationally recognized standing, that the number or kind of securities which can proposed to be sold in such Underwritten Offering without having a material adverse registration (including Registrable Securities to be included pursuant to subsection (a) above) will adversely affect on the success of such Underwritten Offeringoffering, the Company shall will include in such Piggy-Back Registration registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and any shares of Common Stock that any person has the right to sell in the offering pursuant to any agreement in effect on the date of this Agreement other than this Agreement, and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration whichby the Piggyback Registrants. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be allocated among the Piggyback Registrants, with the advice of such managing underwriter or underwriters, can allocation shall be sold without having the adverse effect referred to above, made pro rata among them based on the number of Registrable Securities which the Participating Piggy-Back Holders that each such participant shall have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holderinclude therein.

Priority on Piggyback Registrations. If In the Piggy-Back event that the Piggyback Registration relates includes an underwritten offering, the Company shall so advise the Shareholders as part of the written notice given pursuant to an Underwritten Offering Section 5.01(a) and the registration rights provided in Section 5.01(a) shall be subject to the condition that if the managing underwriter or underwriters of such Underwritten Offering, selected by a Piggyback Registration advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing (a copy of which shall be provided to the applicable Shareholders) that in its opinion the total amount number of Registrable Securities that proposed to be sold in such Participating Piggy-Back Holders intend Piggyback Registration exceeds the number which can be sold, and would materially adversely affect the price at which the Registrable Securities are to be sold, in such offering, the Company (or the Shareholders, as the case may be) will include in such registration only the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which Registrable Securities which, in the opinion of such underwriter or underwriters can be sold in such Underwritten Offering offering without having a such material adverse affect on the success of such Underwritten Offering, the Company shall include effect. The Registrable Securities so included in such Piggy-Back Piggyback Registration shall be apportioned (i) first, 100% either (x) subject to the rights of MCLLC set forth in the proviso to this Section 5.01(c), in a case including a primary registration on behalf of the Class A Common StockCompany, Class D to any shares of Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and or (iiy) secondin the case of a secondary registration on behalf of any person exercising demand registration rights, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back the Holders on the basis of the relative amount number of shares of Common Stock to be registered pursuant to such demand registration (except to the extent otherwise provided in Section 5.02), (ii) second, shares held by MCLLC (in the event MCLLC ceases to be a Holder), (iii) third, pro rata among the Shareholders (other than MCLLC), if any, not included under clause (i) and (iv) fourth, pro rata among other shares included in such Piggyback Registration, in each case according to the total number of shares of the Common Stock requested for inclusion by said selling stockholders, or in such other proportions as shall mutually be agreed to among such selling stockholders; provided, however that, in the event of any primary registration on behalf of the Company, 50% of the Registrable Securities requested to be included therein by each Participating Piggy-Back apportioned to the Piggyback Holders shall be apportioned to MCLLC to the extent MCLLC is a Piggyback Holder.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company) advises the Company and the holders of the Registrable Securities to be included in such Piggyback Registration, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, by any Persons other than the Investors who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such demand rights, to which being “Other Demand Rights” and such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to other Persons, being “Other Demanding Sellers”), or by any other securities the Company intends to register would be greater than the total number holders of securities which can (including the Investors) seeking to sell such securities in such Piggyback Registration (“Piggyback Sellers”), in each case, if any would materially adversely affect the marketability of the securities sought to be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) firstonly such securities as the Company, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sellOther Demanding Sellers, and (ii) second, to the extent of the number of Registrable Securities requested to be included in Piggyback Sellers are so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having such an effect (the adverse effect referred to above“Maximum Piggyback Number”), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If the Piggy-Back a Piggyback Registration relates to is an Underwritten Offering underwritten registration and the managing underwriter or underwriters underwriter(s) of such Underwritten Offering, selected by the offering advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that in its opinion the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration which, with exceeds the advice of such managing underwriter or underwriters, number which can be sold without having the adverse effect referred to aboveadversely affecting such offering, the number Company will include in such registration (i) first, if the Piggyback Registration is an underwritten registration on behalf of the Company the securities the Company proposes to sell for its own account, (ii) second, after all securities described under clause (i) requested to be included in such registration have been so included, the Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which the Participating Piggy-Back Holders such holders of Equity Securities have applicable demand and/or piggyback rights requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders the holders of such Total Registrable Securities and such other Equity Securities on the basis of the relative amount number of Total Registrable Securities and such other Equity Securities each such holder proposes to sell therein, up to a number of Equity Securities that, when combined with the securities described under clause (i) included in such registration, causes the total number of Equity Securities included in such registration to be less than or equal to the Optimal Number, and (iii) third, after all securities described under clauses (i) and (ii) requested to be included therein by each Participating Piggy-Back Holderin such registration have been so included, other securities requested to be included in such registration, up to a number of such other securities that, when combined with the securities described under clauses (i) and (ii) included in such registration, causes the total number of securities included in such registration to be less than or equal to the Optimal Number.

Priority on Piggyback Registrations. If the Piggy-Back a Piggyback Registration relates to an Underwritten Offering underwritten offering and the managing underwriter or underwriters of such Underwritten Offering, selected by advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that in its or their opinion the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities proposed to be sold in a Piggyback Registration exceeds the number which can be sold in such Underwritten Offering without having offering within a material adverse affect on price range acceptable to the success of such Underwritten OfferingCompany or the other Persons exercising demand registration rights, the Company shall will include in such Piggy-Back Piggyback Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration securities which, with in the advice opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to abovewithin such price range, which securities shall be allocated as follows: (w) first, the number securities proposed to be sold by other Persons exercising demand registration rights granted on or prior to the date hereof, (x) second, so long as the Senior Indebtedness (as defined in the Memorandum) remains outstanding, up to an aggregate of 250,000 shares of Common Stock held by the Bank Lenders, provided, that such priority shall be effective for up to only two such Piggyback Registration opportunities, (y) third, Registrable Securities which held by the Participating Piggy-Back Holders have Holder and requested to be included in such registrationPiggyback Registration, such amount together with any other securities requested to be allocated included in such Piggyback Registration by other holders, pro rata among all Participating Piggy-Back Holders the Holder and the other holders of Registrable Securities (on the basis of the relative amount of Registrable Securities then owned by each such holder) requested to be included therein by each Participating Piggy-Back Holderin such Piggyback Registration, and (z) fourth, the securities the Company proposes to sell.

Priority on Piggyback Registrations. If In the Piggy-Back event that the Piggyback Registration relates includes an underwritten offering, the Company shall so advise the Stockholders as part of the written notice given pursuant to an Underwritten Offering Section 8.01(a) and the registration rights provided in Section 8.01(a) shall be subject to the condition that if the managing underwriter or underwriters of such Underwritten Offering, selected by a Piggyback Registration advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise that in its opinion the Participating Piggy-Back Holders in writing that the total amount number of Registrable Securities proposed to be sold in such Piggyback Registration exceeds the number that such Participating Piggy-Back Holders intend to can be sold without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, the Company and the Stockholders, as the case may be, will include in such registration only the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which Registrable Securities which, in the opinion of such underwriter or underwriters can be sold in such Underwritten Offering offering without having a material such adverse affect on effect. The Registrable Securities so included in such Piggyback Registration shall be apportioned as follows: (a) first, to any shares of Ordinary Shares that the success Company proposes to sell and (b) second, pro rata among shares of the Registrable Securities included in such Underwritten OfferingPiggyback Registration, in each case according to the total number of shares of the Registrable Securities requested for inclusion by the Piggyback Holders, or in such other proportions as shall mutually be agreed to among the Piggyback Holders. Notwithstanding anything to the contrary herein, if the underwriter reasonably determines that marketing factors require the exclusion of particular Stockholder(s) (other than Xxxxxxx Xxxxx) from participating in an underwritten offering, the Company shall include in so advise such Piggy-Back Registration (iStockholder(s) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would and such Stockholder’s Ordinary Shares shall be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in excluded from such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.

Priority on Piggyback Registrations. If In the Piggy-Back event that the Piggyback Registration relates is an underwritten offering, the Company shall so advise the Stockholders as part of the Piggyback Notice and the registration rights provided in Section 3.01(a) shall be subject to an Underwritten Offering and the condition that if the managing underwriter or underwriters of such Underwritten Offering, selected by a Piggyback Registration advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders that in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock its or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of their opinion the number of Registrable Securities requested proposed to be included sold in such registration Piggyback Registration exceeds the number that can be sold without materially and adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, the Company and the Stockholders, as the case may be, will include in such Registration only the number of Registrable Securities which, with in the advice opinion of such managing underwriter or underwriters, can be sold in such offering without having such material adverse effect. Except in the adverse effect referred to abovecase of a Demand Registration, which shall be governed by Section 3.02(f), the number shares of Registrable Securities which the Participating Piggy-Back Holders have requested to be Common Stock so included in such registrationPiggyback Registration shall be apportioned as follows: (i) first, such amount to be allocated any shares of Common Stock that the Company proposes to sell and, (ii) second, pro rata among all Participating Piggy-Back Holders on the basis shares of the relative amount Registrable Securities included in such Piggyback Registration, in each case according to the total number of shares of the Registrable Securities requested for inclusion by the Piggyback Holders, or in such other proportions as shall mutually be agreed to among the Piggyback Holders. Notwithstanding anything to the contrary herein, (i) if the underwriter reasonably determines that marketing factors require the exclusion of particular Stockholder(s) from participating in such offering (e.g., the exclusion of members of management) as to all or any portion of such Stockholder’s Common Stock, the Company shall so advise such Stockholder(s) and all or such portion of such Stockholder’s Common Stock shall be excluded from such Registration to the extent determined by such underwriter and (ii) the right under this Section 3.01 of a Piggyback Stockholder to have Registrable Securities included therein in a Piggyback Registration shall not include the right to participate in the sale of Common Stock by each Participating Piggy-Back Holderany other Stockholder in a “shelf takedown” transaction.

Priority on Piggyback Registrations. If Notwithstanding any other provision of this Article 3, if the Piggy-Back Registration relates to an Underwritten Offering and the lead managing underwriter or underwriters advise, in the case of such Underwritten Offering, selected by the Company a registration requested pursuant to Section 83.2, the Silver Lake Transferee Group and, in all other cases, the Company that marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a limitation of the number of shares to which such Piggy-Back Registration relates be included in an underwritten offering (including Registrable Securities), then the Silver Lake Transferee Group or the Company, as the case may be, shall so advise the Participating Piggy-Back all Piggyback Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend who have requested to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold participate in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringoffering, the Company shall include in such Piggy-Back Registration that (i) firstif the requested registration is pursuant to Section 3.2, 100% the number of shares that may be included in the Class A Common Stock, Class D Common Stock underwriting shall be allocated first to the Silver Lake Transferee Group and the Piggyback Holders of such Registrable Securities who have duly requested shares to be included therein (whether pursuant to Section 3.2 or other securities that would be convertible into, or exchangeable or exercisable for, shares 3.3) on a pro rata basis based on the number of Class A Common Stock or Class D Common Stock Registrable Securities held by the Company proposes to sellSilver Lake Transferee Group and all such Piggyback Holders, and (ii) secondif the requested registration is not pursuant to Section 3.2, the number of shares that may be included in the underwriting shall be allocated first to the extent of Company for its own account and second to the Piggyback Holders who have duly requested shares to be included therein pursuant to Section 3.3 on a pro rata basis based on the number of Registrable Securities requested held by all such Piggyback Holders. For any Piggyback Holder which is a partnership, limited liability company or corporation, the partners, members or stockholders, as applicable, of such Piggyback Holder, and the estates and Family Members of any such partners, members and stockholders and any trusts for the benefit of any of the foregoing person(s) shall be deemed to be included in such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated a single “Piggyback Holder,” and any pro rata among all Participating Piggy-Back Holders on reduction with respect to such “Piggyback Holder” pursuant to Section 3.3(c) shall be based upon the basis of the relative aggregate amount of Registrable Securities requested shares carrying registration rights owned by all Persons deemed to be included therein by each Participating Piggy-Back constitute such “Piggyback Holder” (as defined in this sentence).

Priority on Piggyback Registrations. If In the Piggy-Back event that the Piggyback Registration relates includes an underwritten offering, the Company shall so advise the Shareholders as part of the written notice given pursuant to an Underwritten Offering Section 5.01(a) and the registration rights provided in Section 5.01(a) shall be subject to the condition that if the managing underwriter or underwriters of such Underwritten Offering, selected by a Piggyback Registration advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing (a copy of which shall be provided to the applicable Shareholders) that in its opinion the total amount number of Registrable Securities that proposed to be sold in such Participating Piggy-Back Holders intend Piggyback Registration exceeds the number which can be sold, and would materially adversely affect the price at which the Registrable Securities are to be sold, in such offering, the Company (or the Shareholders, as the case may be) will include in such registration only the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which Registrable Securities which, in the opinion of such underwriter or underwriters can be sold in such Underwritten Offering offering without having a such material adverse affect on the success of such Underwritten Offering, the Company shall include effect. The Registrable Securities so included in such Piggy-Back Piggyback Registration shall be apportioned (i) first, 100% either (x) in the case of a primary registration on behalf of the Class A Common StockCompany, Class D to any shares of Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and or (iiy) secondin the case of a secondary registration on behalf of a Shareholder, to pro rata among the extent Holders on the basis of the number of Registrable Securities requested to be registered pursuant to such Demand Registration, (ii) second, pro rata among the Company Shareholder, RM and the HIP Co-Investors (and their respective Permitted Transferees), but only to the extent of shares of Common Stock of the Company held by them as of the date hereof (as adjusted by the Adjustments), and (iii) third, pro rata among other shares included in such registration whichPiggyback Registration, with in each case according to the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the total number of Registrable Securities which shares of the Participating Piggy-Back Holders have Common Stock requested to be included for inclusion by said selling stockholders, or in such registration, other proportions as shall mutually be agreed to among such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holderselling stockholders.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company (which shall be reasonably acceptable to the holders of a majority of the Registrable Securities sought to be included in such Piggyback Registration and whose fees and expenses shall be borne solely by the Company, except that each Person selling securities in any secondary offering shall bear their proportionate share of any underwriter’s discounts, commissions and similar amounts)) advises the Company and the holders of the Registrable Securities sought to be included in such Piggyback Registration, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Persons who have sought to have securities registered thereunder pursuant to Section 8rights to demand other than pursuant to “piggyback” or other incidental or participatory registration rights (such demand rights being “Other Demand Rights” and such Persons being “Other Demanding Sellers”), to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount any holders of Registrable Securities that seeking to sell such Participating Piggy-Back Holders intend to include securities in the Piggy-Back such Piggyback Registration in addition to (“Piggyback Sellers”) and any other proposed sellers, in each case, if any, would adversely affect the marketability of the securities the Company intends sought to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) firstonly such securities as the Company, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sellOther Demanding Sellers, and (ii) second, to the extent of the number of Registrable Securities requested to be included in Piggyback Sellers are so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having such an effect (the adverse effect referred to above“Maximum Piggyback Number”), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and If, in connection with a Piggyback Registration, the managing underwriter or underwriters underwriter(s) determine(s) in good faith that the inclusion of such Underwritten Offering, selected all the securities sought to be included in the Piggyback Registration by the Company and all holders of Registrable Securities who have sought to have securities registered pursuant to Section 8any rights, whether pursuant to which such Piggy-Back Registration relates advise “piggyback” or other incidental or participation registration rights or otherwise, require a limitation of the Participating Piggy-Back Holders in writing number of securities to be underwritten so that the total amount distribution of the securities sought to be sold pursuant to the Piggyback Registration is not adversely affected, then the managing underwriter(s) may exclude securities from the Piggyback Registration and the underwriting, and the number of securities that may be included in the registration and the underwriting shall be allocated as follows: (i) if the Piggyback Registration is in connection with the registration of an offering for the Company’s own account, then (A) first, the securities sought to be included by the Company, and (B) second, the securities sought to be included by all existing and future holders of Registrable Securities that have requested to participate in such Participating Piggy-Back Holders intend underwritten offering (pro rata in proportion to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested sought to be included in such offering by such holders); and (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, the securities sought to be included by sellers who have exercised demand registration whichrights, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred pro rata in proportion to above, the number of securities sought to be registered by all such demanding sellers, (B) second, the securities sought to be included by all existing and future holders of Registrable Securities which the Participating Piggy-Back Holders that have requested to be included participate in such registrationunderwritten offering, such amount pro rata in proportion to the number of securities sought to be allocated pro rata among registered by all Participating Piggy-Back Holders on such holders, and (C) third, the basis of the relative amount of Registrable Securities requested securities sought to be included therein by each Participating Piggy-Back Holder.the Company. (d)

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company pursuant Corporation (reasonably acceptable to Section 8, to which such Piggy-Back Registration relates advise Fund IV and whose fees and expenses shall be borne solely by the Participating Piggy-Back Holders in writing that Corporation)) advises the total amount Corporation and the holders of the Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested sought to be included in such registration whichPiggyback Registration, with the advice of such managing underwriter or underwritersthat, can be sold without having the adverse effect referred to abovein its opinion, the number inclusion of Registrable Securities which all the Participating Piggy-Back Holders have requested securities sought to be included in such registrationPiggyback Registration by the Corporation, any Persons who have sought to have shares registered thereunder pursuant to rights to demand (other than pursuant to so-called "piggyback" or other incidental or participation registration rights) such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount registration (such demand rights being "Other Demand Rights" and such Persons being "Other Demanding Sellers"), any holders of Registrable Securities requested seeking to sell such securities in such Piggyback Registration ("Piggyback Sellers"), and any other proposed sellers, in each case, if any, would adversely affect the marketability of the securities sought to be included therein sold pursuant thereto, then the Corporation shall include in the registration statement applicable to such Piggyback Registration only such securities as the Corporation, the Other Demanding Sellers, and the Piggyback Sellers are so advised by each Participating Piggy-Back Holder.such underwriter can be sold without such an effect (the "Maximum Piggyback Number"), as follows and in the following order of priority:

Priority on Piggyback Registrations. (a) If the Piggy-Back Piggyback Registration relates is to be an Underwritten Offering underwritten offering and the managing underwriter or underwriters of such Underwritten Offering, selected by the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities Shares requested to be included in the registration statement or offering pursuant to Section 2.2.1 hereof by any Holder differ from the type of securities proposed to be registered or offered by the Company (if the Company is effecting such registration which, with or offering) or any other Person (other than a Holder) on whose behalf the advice Piggyback Registration is to be effected and the managing underwriter advises the Company that due to such differences the inclusion of such managing underwriter or underwritersRegistrable Shares would cause a Material Adverse Effect, can be sold without having the adverse effect referred to above, then (i) the number of such Registrable Securities which the Participating Piggy-Back Holders have requested Shares to be included by all Holders in such registrationthe registration statement or offering, such amount to be allocated pro rata among all Participating Piggy-Back Holders on as applicable, and the basis number of the relative amount of Registrable Securities securities requested to be included therein by each Participating Piggy-Back Holderall other Persons (other than the Company (if the Company is effecting such registration) or any other Person on whose behalf the Piggyback Registration is to be effected, as applicable) that are different from the types of securities proposed to be registered or offered by the Company or the Person on whose behalf the Piggyback Registration is to be effected, as applicable, shall be reduced to an amount which, in the opinion of the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Shares from such registration statement or offering provided no other securities of such type are included and offered for the account of any other Person in such registration statement or offering, as applicable (other than the Company (if the Company is effecting such registration or offering) or any other Person on whose behalf the Piggyback Registration is to be effected, as applicable). Any partial reduction in number of Registrable Shares to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which (A) the number of Registrable Shares of such Holder to be included in the Piggyback Registration that are different from the securities proposed to be registered or offered bears to (B) the aggregate number of Registrable Shares and all other securities of the Company which are being excluded from such registration statement in the same or similar basis as the Registrable Shares.

Priority on Piggyback Registrations. If If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration is not an underwritten offering, a nationally recognized independent underwriter approved by the Piggy-Back Registration relates to an Underwritten Offering Board of Directors of the Company) advises the Company and the managing underwriter or underwriters holders of the Registrable Securities to be included in such Underwritten OfferingPiggyback Registration, selected that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company Company, any Persons who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to so-called "piggyback" or other incidental or participation registration rights) such registration (such demand rights being "Other Demand Rights" and such Persons being "Other Demanding Sellers"), to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount any holders of Registrable Securities that seeking to sell such Participating Piggy-Back Holders intend to include securities in the Piggy-Back such Piggyback Registration in addition to ("HIIC Piggyback Sellers") and any other proposed sellers ("Additional Piggyback Sellers"), in each case, if any, would adversely affect the marketability of the securities the Company intends sought to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other only such securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock as the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in HIIC Piggyback Sellers are so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to abovesuch an effect, the number which may exclude any class of Registrable Securities which if, in the Participating Piggy-Back Holders have requested judgment of such underwriter, the inclusion of such Registrable Securities would adversely affect the marketability of the securities sought to be included sold pursuant thereto (the "Maximum Piggyback Number"), as follows and in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis following order of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If In the Piggy-Back event that the Piggyback Registration relates includes an underwritten offering, the Company shall so advise the Stockholders as part of the written notice given pursuant to an Underwritten Offering Section 3.01(a) and the registration rights provided in Section 3.01(a) shall be subject to the condition that if the managing underwriter or underwriters of such Underwritten Offering, selected by a Piggyback Registration advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders that in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock its or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of their opinion the number of Registrable Securities requested proposed to be included sold in such Piggyback Registration exceeds the number that can be sold without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, the Company and the Stockholders, as the case may be, will include in such registration only the number of Registrable Securities which, with in the advice opinion of such managing underwriter or underwriters, can be sold in such offering without having the such adverse effect referred to above, the number of effect. The Registrable Securities which the Participating Piggy-Back Holders have requested to be so included in such registrationPiggyback Registration shall be apportioned as follows: (a) first, such amount to be allocated any shares of Common Stock that the Company proposes to sell and (b) second, pro rata among all Participating Piggy-Back Holders on the basis shares of the relative amount Registrable Securities included in such Piggyback Registration, in each case according to the total number of shares of the Registrable Securities requested for inclusion by the Piggyback Holders, or in such other proportions as shall mutually be agreed to among the Piggyback Holders. Notwithstanding anything to the contrary herein, if the underwriter reasonably determines that marketing factors require the exclusion of particular Stockholder(s) from participating in such offering (e.g., the exclusion of members of management) as to all or any portion of such Stockholder’s Common Stock, the Company shall so advise such Stockholder(s) and all or such portion of such Stockholder’s Common Stock shall be included therein excluded from such registration to the extent determined by each Participating Piggy-Back Holdersuch underwriter.

Priority on Piggyback Registrations. If Notwithstanding any other provision of this Article 3, if the Piggy-Back Registration relates to an Underwritten Offering and the lead managing underwriter or underwriters advise, in the case of such Underwritten Offering, selected by the Company a requested registration pursuant to Section 83.2, the Invus Transferee Group and, in all other cases, the Company that marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a limitation of the number of shares to which such Piggy-Back Registration relates be included in an underwritten offering (including Registrable Securities), then the Invus Transferee Group or the Company, as the case may be, shall so advise the Participating Piggy-Back all Piggyback Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend who have requested to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold participate in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringoffering, the Company shall include in such Piggy-Back Registration that (i) firstif the requested registration is pursuant to Section 3.2, 100% the number of shares that may be included in the Class A Common Stock, Class D Common Stock underwriting shall be allocated to the Invus Transferee Group and the Piggyback Holders of such Registrable Securities who have duly requested shares to be included therein (whether pursuant to Section 3.2 or other securities that would be convertible into, or exchangeable or exercisable for, shares 3.3) on a pro rata basis based on the number of Class A Common Stock or Class D Common Stock Registrable Securities held by the Company proposes to sellInvus Transferee Group and all such Piggyback Holders, and (ii) secondif the requested registration is not pursuant to Section 3.2, the number of shares that may be included in the underwriting shall be allocated first to the extent of Company for its own account and second to the Piggyback Holders who have duly requested shares to be included therein pursuant to Section 3.3 on a pro rata basis based on the number of Registrable Securities requested held by all such Piggyback Holders; provided in each case that any shares so allocated to be included in any such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, Piggyback Holder that exceed the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included registered pursuant to such Piggyback Holder’s request will be reallocated among all such remaining parties in a like manner. For any Piggyback Holder which is a partnership, limited liability company or corporation, the partners, members or stockholders, as applicable, of such registrationPiggyback Holder, and the estates and Family Members of any such amount partners, members and stockholders and any trusts for the benefit of any of the foregoing person(s) shall be deemed to be allocated a single “Piggyback Holder,” and any pro rata among all Participating Piggy-Back Holders on reduction with respect to such “Piggyback Holder” pursuant to Section 3.3(c) shall be based upon the basis of the relative aggregate amount of Registrable Securities requested shares carrying registration rights owned by all Persons deemed to be included therein by each Participating Piggy-Back constitute such “Piggyback Holder” (as defined in this sentence).

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offeringa Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, selected holders of a majority of the shares of Common Stock proposed to be registered by (x) the Preferred Stock Investor Holders, pursuant to the Preferred Stock Investor Registration Rights Agreement, (y) the LDC Holders pursuant to the LDC Registration Rights Agreement and (z) the Institutional Investors) advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that in its or their opinion the total amount number of shares of Common Stock proposed to be sold in such Piggyback Registration (including any shares proposed to be sold by (i) LDC Holders pursuant to the LDC Registration Rights Agreement, (ii) Preferred Stock Investor Holders pursuant to the Preferred Stock Investor Registration Rights Agreement and (iii) Institutional Investors pursuant to this Agreement) exceeds the number which can be sold, or adversely affects the price at which the Registrable Securities are to be sold in such offering, the Company will include in such Piggyback Registration only the number of Registrable Securities that such Participating Piggy-Back Holders intend to include which, in the Piggy-Back opinion of such underwriter or underwriters (or in the case of a Piggyback Registration in addition not being underwritten, the holders of a majority of the shares of Common Stock proposed to any other securities be sold by the Company intends to register would be greater than Institutional Investors, the total number of securities which LDC Holders and the Preferred Stock Investor Holders, as the case may be), can be sold in such Underwritten Offering offering without having a material adverse affect on the success so affecting such price. The shares of such Underwritten Offering, the Company shall include Common Stock to be included in such Piggy-Back Piggyback Registration shall be apportioned (ia) first, 100% to any shares of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and or in the case of a registration at the request of a Third Party (iia “Third Party Registration”), to any shares of Common Stock that the Third Party proposes to sell, (b) second, pro rata among any shares of Common Stock proposed to be sold by (x) any Institutional Investor and (y) any LDC Holder pursuant to the extent LDC Registration Rights Agreement, up to a maximum of 40% of the number balance of Registrable Securities requested the shares of Common Stock to be included in such registration which, with Piggyback Registration after subtracting the advice of such managing underwriter or underwriters, can shares proposed to be sold without having by the adverse effect referred Company, or the Third Party, as the case may be, (c) third, pro rata among any shares of Common Stock proposed to abovebe sold by any Preferred Stock Investor Holder pursuant to the Preferred Stock Investor Registration Rights Agreement, the number and (d) fourth, pro rata among any other shares of Registrable Securities which the Participating Piggy-Back Holders have requested Common Stock proposed to be included in such registrationPiggyback Registration, including, in the case of a Third Party Registration, the Company, and in the case of a primary issuance by the Company, any Third Party, in each case according to the total number of shares of Common Stock requested for inclusion by the Preferred Stock Investor Holders, the LDC Holders and the Institutional Investors, as applicable, or in such amount other proportions as shall mutually be agreed to among such selling stockholders, as applicable. Notwithstanding the foregoing, after June 30, 2004, the shares of Common Stock to be allocated included in such Piggyback Registration shall be apportioned (I) first, to any shares of Common Stock that the Company proposes to sell, or in the case of a Third Party Registration, to any shares of Common Stock that the Third Party proposes to sell, (II) second, pro rata among all Participating Piggy-Back Holders on any shares of Common Stock proposed to be sold by (A) any Institutional Investor, (B) any LDC Holder pursuant to the basis LDC Registration Rights Agreement and (C) any Preferred Stock Investor Holder pursuant to the Preferred Stock Investor Registration Rights Agreement and (III) third, pro rata among any other shares of the relative amount of Registrable Securities requested Common Stock proposed to be included therein in such Piggyback Registration, including, in the case of a Third Party Registration, the Company, and in the case of a primary issuance by the Company, any Third Party, in each Participating Piggy-Back Holdercase according to the total number of shares of Common Stock requested for inclusion by the Preferred Stock Investor Holders, the LDC Holders and the Institutional Investors, as applicable, or in such other proportions as shall mutually be agreed to among such selling stockholders, as applicable.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company pursuant Offeror (reasonably acceptable to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that holders of a majority of the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested sought to be included in such registration which, with Piggyback Registration and whose fees and expenses shall be borne solely by the advice Company Offeror)) advises the Company Offeror and the holders of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested sought to be included in such registrationPiggyback Registration, such amount that, in its opinion, the inclusion of all the securities sought to be allocated pro rata among all Participating Piggy-Back Holders on included in such Piggyback Registration by the basis of the relative amount Company Offeror, any Persons who have sought to have Interests registered thereunder pursuant to rights to demand (other than pursuant to “piggyback” or other incidental or participation registration rights) such registration (such demand rights being “Other Demand Rights” and such Persons being “Other Demanding Sellers”), any holders of Registrable Securities requested seeking to sell such securities in such Piggyback Registration (“Piggyback Sellers”) and any other proposed sellers, in each case, if any, would adversely affect the marketability of the securities sought to be included therein sold pursuant thereto, then the Company Offeror shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company Offeror, the Other Demanding Sellers, and the Piggyback Sellers are so advised by each Participating Piggy-Back Holder.such underwriter can be sold without such an effect (the “Maximum Piggyback Number”), as follows and in the following order of priority:

Priority on Piggyback Registrations. If (a) Subject to Section 3.2(b) below, if the Piggy-Back Underwriter or managing Underwriter for a Piggyback Registration relates to that is an Underwritten Offering advises the Company and the managing underwriter or underwriters of such Underwritten Offering, selected by the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing (or, in the event of a Piggyback Registration that is not being underwritten, if the Majority Participating Holders in good faith (or in the event the Requesting Holder is also the Majority Participating Holders, the Majority Participating Holders after consultation with the Company) advises the Company and the Holders in writing) that the total inclusion of such Piggyback Shares would cause an Adverse Effect, then the Company will be obligated to include in such Registration Statement only that number of Registrable Securities which, in the reasonable judgment of the Underwriter or managing Underwriter (or, in the event of a Piggyback Registration that is not being underwritten, the Majority Participating Holders in good faith (or in the event the Requesting Holder is also the Majority Participating Holders, the Majority Participating Holders after consultation with the Company)), would not have an Adverse Effect; provided, however, that no such reduction shall reduce the aggregate amount of Registrable Securities included in such Registration Statement for the benefit of the Requesting Holders to less than (i) any time that the Shelf Registration Statements are not effective or the Holders may not otherwise utilize the Registration Statements, as applicable, for the offer and sale of all Registrable Securities, all of the Registrable Securities requested by the Holders to be included in such Participating Piggy-Back Holders intend Registration Statement (subject to include the maximum amount of the securities to be sold in the Piggy-Back related Underwritten Offering), and (ii) any time after the Shelf Registration in addition to any other securities Statements are declared effective and the Company intends to register would be greater than Holders may utilize the Registration Statement for the offer and sale of all Registrable Securities, fifty percent (50%) of the total number of securities which can that are included in each such Registration Statement thereafter. Any partial reduction in the number of Registrable Securities to be sold included in such Underwritten Offering without having a material adverse affect Registration Statement pursuant to the immediately preceding sentence shall be affected pro rata based on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent ratio of the number of Registrable Securities that each such Holder requested to be included in such registration which, with Registration Statement to the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the total number of Registrable Securities which the Participating Piggy-Back that all Holders have requested to be included in such registrationRegistration Statement; provided, however, that if, as a result of such pro-ration, any Holder requesting to be included in such Registration Statement pursuant to Section 3.1 hereof shall not be entitled to include in a registration all Registrable Securities of the class that such Holder had requested to be included, such amount Holder may elect to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included therein by each Participating Piggy-Back Holderin accordance with Section 3.3 hereof.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company advises the Company and the holders of the Registrable Securities to be included in such Piggyback Registration, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Persons who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to so-called "piggyback" or other incidental or participation registration rights) such registration (such demand rights being "Other Demand Rights" and such Persons being "Other Demanding Sellers"), to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount any holders of Registrable Securities that seeking to sell such Participating Piggy-Back Holders intend to include securities in the Piggy-Back such Piggyback Registration in addition to ("Piggyback Sellers") and any other proposed sellers, in each case, if any, would materially adversely affect the marketability of the securities the Company intends sought to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) firstonly such securities as the Company, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sellOther Demanding Sellers, and (ii) second, to the extent of the number of Registrable Securities requested to be included in Piggyback Sellers are so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having such an effect (the adverse effect referred to above"Maximum Piggyback Number"), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If in connection with a Piggyback Registration for the Piggy-Back Registration relates to an Underwritten Offering and sale of securities on behalf of the Company the managing underwriter underwriters or underwriters of such Underwritten Offering, selected by placement agents advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise that in their opinion the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities requested to be included in such registration exceeds the number which can be sold in such Underwritten Offering offering without having a material adverse affect on adversely affecting the success marketability of such Underwritten Offeringthe offering, the Company shall include in such Piggy-Back Registration registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, the securities requested to be included in such registration by the extent “Holders” as such term is defined in that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of March 21, 2003, as amended on April 30, 2004 and May 4, 2004, by and among the Company and the Holders party thereto (the “Old IXX”), (iii) third, that number of Registrable Securities requested to be included in such registration which, with in the advice opinion of such managing underwriter or underwriters, underwriters can be sold without having in a manner that is compatible with the adverse effect referred to abovesuccess of the offering, pro rata among the number respective holders thereof on the basis of the amount of Registrable Securities which the Participating Piggy-Back Holders have owned by each such holder, then (iv) fourth, other securities requested to be included in such registration, such amount . If in connection with a Piggyback Registration for the resale of securities on behalf of a holder of demand registration rights (a “Demand Holder”) the managing underwriters or placement agents advise the Company that in their opinion the number of securities requested to be allocated pro rata among all Participating Piggy-Back Holders on included in such registration exceeds the basis number which can be sold in such offering without adversely affecting the marketability of the relative amount offering, the Company shall include in such registration (i) first, the securities the Demand Holder proposes to sell, (ii) second, the securities requested to be included in such registration by the “Holders” as such term is defined in the Old IXX, (iii) third, that number of Registrable Securities requested to be included therein which, in the opinion of such underwriters can be sold in a manner that is compatible with the success of the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each Participating Piggy-Back Holdersuch holder, then (iv) fourth, other securities requested to be included in such registration.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company reasonably acceptable to the holders of thirty percent (30%), by number of shares, of the Registrable Securities sought to be included in such Piggyback Registration and whose fees and expenses shall be borne solely by the Company) advises the Company, in writing, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Persons who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to so-called, to which "piggyback" or other incidental or participation registration rights) such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount registration (such demand rights being "Other Demand Rights" and such Persons being "Other Demanding Sellers"), any holders of Registrable Securities that seeking to sell such Participating Piggy-Back Holders intend to include Registrable Securities in the Piggy-Back such Piggyback Registration in addition to ("Piggyback Sellers") and any other proposed sellers, as the case may be, would adversely affect the marketability of the securities the Company intends sought to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other only such securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock as the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in is so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the such an adverse effect referred to above(the "Maximum Piggyback Number"), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offering, selected by the Company Holders pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock Ordinary Shares or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock Ordinary Shares the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offeringa Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, selected holders of a majority of the shares of Common Stock proposed to be registered by (x) the Preferred Stock Investor Holders, (y) the LDC Holders pursuant to the LDC Registration Rights Agreement and (z) the Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement) advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that in its or their opinion the total amount number of Registrable Securities that shares of Common Stock proposed to be sold in such Participating Piggy-Back Piggyback Registration (including any shares proposed to be sold by (i) LDC Holders intend pursuant to the LDC Registration Rights Agreement, (ii) Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement and (iii) Preferred Stock Investor Holders pursuant to this Agreement) exceeds the number which can be sold, or would adversely affect the price at which the Common Stock could be sold in such offering, the Company will include in the Piggy-Back such Piggyback Registration in addition to any other securities the Company intends to register would be greater than the total only that number of securities which shares of Common Stock which, in the opinion of such underwriter or underwriters (or in the case of a Piggyback Registration not being underwritten, holders of a majority of the shares of Common Stock proposed to be registered by the Preferred Stock Investor Holders, the LDC Holders and the Institutional Investors, as the case may be), can be sold in such Underwritten Offering offering without having a material adverse affect on the success so affecting such price. The shares of such Underwritten Offering, the Company shall include Common Stock to be included in such Piggy-Back Piggyback Registration shall be apportioned (ia) first, 100% to any shares of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and or in the case of a registration at the request of a Third Party (iia "Third Party Registration"), to any shares of Common Stock that the Third Party proposes to sell, (b) second, pro rata among any shares of Common Stock proposed to be sold by (x) any LDC Holder pursuant to the extent LDC Registration Rights Agreement and (y) any Institutional Investor pursuant to the Institutional Investor Registration Rights Agreement, up to a maximum of 40% of the number balance of Registrable Securities requested the shares of Common Stock to be included in such registration which, with Piggyback Registration after subtracting the advice of such managing underwriter or underwriters, can shares proposed to be sold without having by the adverse effect referred Company, or the Third Party, as the case may be, (c) third, pro rata among any shares of Common Stock proposed to abovebe sold by any Preferred Stock Investor Holder and (d) fourth, the number pro rata among any other shares of Registrable Securities which the Participating Piggy-Back Holders have requested Common Stock proposed to be included in such registrationPiggyback Registration, including, in the case of a Third Party Registration, the Company, and in the case of a primary issuance by the Company, any Third Party, in each case according to the total number of shares of Common Stock requested for inclusion by the Preferred Stock Investor Holders, the LDC Holders and the Institutional Investors, as applicable, or in such amount other proportions as shall mutually be agreed to among such selling stockholders, as applicable. Notwithstanding the foregoing, after June 30, 2004, the shares of Common Stock to be allocated included in such Piggyback Registration shall be apportioned (I) first, to any shares of Common Stock that the Company proposes to sell, or in the case of a Third Party Registration, to any shares of Common Stock that the Third Party proposes to sell, (II) second, pro rata among all Participating Piggy-Back Holders on any shares of Common Stock proposed to be sold by (A) any Preferred Stock Investor Holder, (B) any LDC Holder pursuant to the basis LDC Registration Rights Agreement and (C) any Institutional Investor pursuant to the Institutional Investor Registration Rights Agreement and (III) third, pro rata among any other shares of the relative amount of Registrable Securities requested Common Stock proposed to be included therein in such Piggyback Registration, including, in the case of a Third Party Registration, the Company, and in the case of a primary issuance by the Company, any Third Party, in each Participating Piggy-Back Holdercase according to the total number of shares of Common Stock requested for inclusion by the Preferred Stock Investor Holders, the LDC Holders and the Institutional Investors, as applicable, or in such other proportions as shall mutually be agreed to among such selling stockholders, as applicable.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company (reasonably acceptable to the holders of a majority of the Registrable Securities sought to be included in such Piggyback Registration and whose fees and expenses shall be borne solely by the Company)) advises the Company and the holders of the Registrable Securities to be included in such Piggyback Registration, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Person who has sought to have shares registered thereunder pursuant to Section 8rights to demand under agreements other than this Agreement (other than pursuant to so-called "piggyback" or other incidental or participation registration rights) (such demand rights being "Other Demand Rights" and such Persons being "Other Demanding Sellers"), to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount any holders of Registrable Securities that seeking to sell such Participating Piggy-Back Holders intend to include securities in the Piggy-Back such Piggyback Registration in addition to ("Piggyback Sellers") and any other proposed sellers, in each case, if any, would adversely affect the marketability of the securities the Company intends sought to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) firstonly such securities as the Company, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sellOther Demanding Sellers, and (ii) second, to the extent of the number of Registrable Securities requested to be included in Piggyback Sellers are so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having such an effect (the adverse effect referred to above"Maximum Piggyback Number"), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offeringunderwriters, selected by the Company pursuant to Section 8if any, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders holders of Registrable Securities in writing that in its or their reasonable opinion or, in the total amount case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the holders of Registrable Securities of such determination), after consultation with an investment banker of nationally recognized standing, that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number or kind of securities which can proposed to be sold in such Underwritten Offering without having a material adverse registration (including Registrable Securities to be included pursuant to subsection (a)(1) above) will adversely affect on the success of such Underwritten Offeringoffering, the Company shall will include in such Piggy-Back Registration registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: (A) if such registration was initiated by the Company, (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, sell and (ii) second, to the extent of the number of Registrable Securities and other shares of Common Stock requested to be included in such registration which, with by the advice holders thereof entitled to participate in such registration and (B) if such registration was initiated as the result of such managing underwriter or underwriters, can be sold without having the adverse effect referred to aboveexercise of a demand registration right of holders of Common Stock other than HarnCo (i) first, the number shares of Registrable Securities which the Participating Piggy-Back Holders have Common Stock requested to be included in such registration, such amount to be allocated registration by the demanding holders pro rata among all Participating Piggy-Back Holders those requesting such registration on the basis of the relative amount number of Registrable Securities shares of Common Stock requested to be included therein and (ii) second, shares to be issued and sold by the Company and shares held by Persons other than the demanding holders and requested to be included in such registration (including Registrable Securities). To the extent that the privilege of including Registrable Securities or other shares of Common Stock in any Piggyback Registration must be allocated among the holders thereof pursuant to clause (A)(ii) or (B)(ii) above, the allocation shall be made pro rata based on the number of shares of Common Stock that each Participating Piggy-Back Holdersuch participant shall have requested to include therein.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company) advises the Company and the holders of the Registrable Securities to be included in such Piggyback Registration, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, by any Persons other than the Stockholders who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to so-called "piggyback" or other incidental or participation registration rights) such registration (such demand rights, to which being "Other Demand Rights" and such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to other Persons, being "Other Demanding Sellers"), by any other securities the Company intends to register would be greater than the total number holders of securities which can (including the Stockholders) seeking to sell such securities in such Piggyback Registration ("Piggyback Sellers"), in each case, if any would materially adversely affect the marketability of the securities sought to be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) firstonly such securities as the Company, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sellOther Demanding Sellers, and (ii) second, to the extent of the number of Registrable Securities requested to be included in Piggyback Sellers are so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having such an effect (the adverse effect referred to above"Maximum Piggyback Number"), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company reasonably acceptable to the holders of a majority, by number of shares, of the Registrable Securities sought to be included in such Piggyback Registration and whose fees and expenses shall be borne solely by the Company) advises the Company, in writing, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Persons who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to so-called "piggyback" or other incidental or participation registration rights) such registration (such demand rights being "OTHER DEMAND RIGHTS" and such Persons being "OTHER DEMANDING SELLERS"), to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount any holders of Registrable Securities that seeking to sell such Participating Piggy-Back Holders intend to include Registrable Securities in the Piggy-Back such Piggyback Registration in addition to ("PIGGYBACK SELLERS") and any other proposed sellers, as the case may be, would adversely affect the marketability of the securities the Company intends sought to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other only such securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock as the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in is so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having such an effect (the adverse effect referred to above"MAXIMUM PIGGYBACK NUMBER"), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing ------------------------------------ underwriter or underwriters of such Underwritten Offeringa Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, selected holders of a majority of the shares of Common Stock proposed to be registered by (x) the LDC Holders and (y) the Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement) advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that in its or their opinion the total amount number of Registrable Securities that shares of Common Stock proposed to be sold in such Participating Piggy-Back Holders intend Piggyback Registration (including any shares proposed to be sold by Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement) exceeds the number which can be sold, or would adversely affect the price at which the Common Stock could be sold in such offering, the Company will include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total such registration only that number of securities which shares of Common Stock which, in the opinion of such underwriter or underwriters (or holders of a majority of the shares of Common Stock proposed to be registered by the LDC Holders and the Institutional Investors, as the case may be), can be sold in such Underwritten Offering offering without having a material adverse affect on the success so affecting such price. The shares of such Underwritten Offering, the Company shall include Common Stock to be included in such Piggy-Back Piggyback Registration shall be apportioned (i) first, 100% to any shares of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, pro rata among any shares of Common Stock proposed to be sold by (x) any --- ---- LDC Holder or (y) any Institutional Investor pursuant to the extent Institutional Investor Registration Rights Agreement and (iii) third, pro rata among any other --- ---- shares of the number of Registrable Securities requested Common Stock proposed to be included in such registration whichPiggyback Registration, with in each case according to the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the total number of Registrable Securities which shares of Common Stock requested for inclusion by the Participating Piggy-Back LDC Holders have requested to be included and the Institutional Investors, or in such registration, such amount other proportions as shall mutually be agreed to be allocated pro rata among all Participating Piggy-Back the LDC Holders on and the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back HolderInstitutional Investors.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company reasonably acceptable to the holders of thirty percent (30%), by number of shares, of the Registrable Securities sought to be included in such Piggyback Registration and whose fees and expenses shall be borne solely by the Company) advises the Company, in writing, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Persons who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to so-called "piggyback" or other incidental or participation registration rights) such registration (such demand rights being "Other Demand Rights" and such Persons being "Other Demanding Sellers"), to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount any holders of Registrable Securities that seeking to sell such Participating Piggy-Back Holders intend to include Registrable Securities in the Piggy-Back such Piggyback Registration in addition to ("Piggyback Sellers") and any other proposed sellers, as the case may be, would adversely affect the marketability of the securities the Company intends sought to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other only such securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock as the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in is so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the such an adverse effect referred to above(the "Maximum Piggyback Number"), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If In the Piggy-Back event that the Piggyback Registration relates includes an underwritten offering, the registration rights provided in Section 5.01(a) shall be subject to an Underwritten Offering and the condition that if the managing underwriter or underwriters of such Underwritten Offering, selected by the Company pursuant to Section 8, to which such Piggy-Back a Piggyback Registration relates advise the Participating Piggy-Back Holders Holdings that in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of its opinion the number of Registrable Securities requested proposed to be included sold in such Piggyback Registration exceeds the number that can be sold without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, Holdings and the Stockholders, as the case may be, will include in such registration only the number of Registrable Securities which, with in the advice opinion of such managing underwriter or underwriters, can be sold in such offering without having the such adverse effect referred to above, the number of effect. The Registrable Securities which the Participating Piggy-Back Holders have requested to be so included in such registrationPiggyback Registration (unless it is a Demand Registration) shall be apportioned as follows: (i) first, such amount to be allocated any shares of Common Stock that Holdings proposes to sell and (ii) second, pro rata among all Participating Piggy-Back Holders on the basis shares of the relative amount Registrable Securities included in such Piggyback Registration, in each case according to the total number of shares of the Registrable Securities requested for inclusion by the Piggyback Holder, or in such other proportions as shall mutually be agreed to among the Piggyback Holders. Notwithstanding anything to the contrary herein, if the underwriter reasonably determines that marketing factors require the exclusion of particular Stockholder(s) from participating in such offering (e.g., the exclusion of members of management) as to all or any portion of such Stockholder’s Registrable Securities, Holdings shall so advise such Stockholder(s) and all or such portion of such Stockholder’s Registrable Securities shall be included therein excluded from such registration to the extent determined by each Participating Piggy-Back Holdersuch underwriter.

Priority on Piggyback Registrations. If Notwithstanding any other provision of this Article 3, if the Piggy-Back Registration relates to an Underwritten Offering and the lead managing underwriter or underwriters advise, in the case of such Underwritten Offering, selected by the Company a registration requested pursuant to Section 83.2, the Silver Lake Transferee Group and, in all other cases, the Company that marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a limitation of the number of shares to which such Piggy-Back Registration relates be included in an underwritten offering (including Registrable Securities), then the Silver Lake Transferee Group or the Company, as the case may be, shall so advise the Participating Piggy-Back all Piggyback Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend who have requested to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold participate in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringoffering, the Company shall include in such Piggy-Back Registration that (i) firstif the requested registration is pursuant to Section 3.2, 100% the number of shares that may be included in the Class A Common Stock, Class D Common Stock underwriting shall be allocated first to the Silver Lake Transferee Group and the Piggyback Holders of such Registrable Securities who have duly requested shares to be included therein (whether pursuant to Section 3.2 or other securities that would be convertible into, or exchangeable or exercisable for, shares 3.3) on a pro rata basis based on the number of Class A Common Stock or Class D Common Stock Registrable Securities held by the Company proposes to sellSilver Lake Transferee Group and all such Piggyback Holders, and (ii) secondif the requested registration is not pursuant to Section 3.2, the number of shares that may be included in the underwriting shall be allocated (i) if a Company-initiated registration, first to the extent of Company for its own account and second to the Piggyback Holders who have duly requested shares to be included therein pursuant to Section 3.3 on a pro rata basis based on the number of Registrable Securities held by all such Piggyback Holders or (ii) if not a Company-initiated registration, to the Piggyback Holders who have duly requested shares to be included in such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred therein pursuant to above, Section 3.3 on a pro rata basis based on the number of Registrable Securities held by all such Piggyback Holders. For any Piggyback Holder which is a partnership, limited liability company or corporation, the Participating Piggy-Back Holders have requested partners, members or stockholders, as applicable, of such Piggyback Holder, and the estates and Family Members of any such partners, members and stockholders and any trusts for the benefit of any of the foregoing person(s) shall be deemed to be included in such registration, such amount to be allocated a single “Piggyback Holder,” and any pro rata among all Participating Piggy-Back Holders on reduction with respect to such “Piggyback Holder” pursuant to Section 3.3(c) shall be based upon the basis of the relative aggregate amount of Registrable Securities requested shares carrying registration rights owned by all Persons deemed to be included therein by each Participating Piggy-Back constitute such “Piggyback Holder” (as defined in this sentence).

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offeringa Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, selected holders of a majority of the shares of Common Stock proposed to be registered by (x) the LDC Holders, (y) the Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement and (z) the Preferred Stock Investor Holders pursuant to the Preferred Stock Investor Registration Rights Agreement) advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that in its or their opinion the total amount number of Registrable Securities that shares of Common Stock proposed to be sold in such Participating Piggy-Back Piggyback Registration (including any shares proposed to be sold by Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement, the Preferred Stock Investor Holders intend pursuant to the Preferred Stock Investor Registration Rights Agreement and the LDC Holders pursuant to this Agreement) exceeds the number which can be sold, or would adversely affect the price at which the Common Stock could be sold in such offering, the Company will include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total such registration only that number of securities which shares of Common Stock which, in the opinion of such underwriter or underwriters (or in the case of a Piggyback Registration not being underwritten, holders of a majority of the shares of Common Stock proposed to be registered by the LDC Holders, the Institutional Investors and the Preferred Stock Investor Holders, as the case may be), can be sold in such Underwritten Offering offering without having a material adverse affect on the success so affecting such price. The shares of such Underwritten Offering, the Company shall include Common Stock to be included in such Piggy-Back Piggyback Registration shall be apportioned (ia) first, 100% to any shares of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and or in the case of a registration at the request of a Third Party (iia “Third Party Registration”), to any shares of Common Stock that the Third Party proposes to sell, (b) second, pro rata among any shares of Common Stock proposed to be sold by (x) any LDC Holder pursuant to this Agreement and (y) any Institutional Investor pursuant to the extent Institutional Investor Registration Rights Agreement, up to a maximum of 40% of the number balance of Registrable Securities requested the shares of Common Stock to be included in such registration which, with Piggyback Registration after subtracting the advice of such managing underwriter or underwriters, can shares proposed to be sold without having by the adverse effect referred Company or the Third Party, as the case may be, (c) third, pro rata among any shares of Common Stock proposed to abovebe sold by any Preferred Stock Investor Holder pursuant to the Preferred Stock Investor Registration Rights Agreement and (d) fourth, the number pro rata among any other shares of Registrable Securities which the Participating Piggy-Back Holders have requested Common Stock proposed to be included in such registrationPiggyback Registration, including, in the case of a Third Party Registration, the Company, and in the case of a primary issuance by the Company, any Third Party, in each case according to the total number of shares of Common Stock requested for inclusion by the Preferred Stock Investor Holders, the LDC Holders and the Institutional Investors, as applicable, or in such amount other proportions as shall mutually be agreed to among such selling stockholders, as applicable. Notwithstanding the foregoing, after June 30, 2004, the shares of Common Stock to be allocated included in such Piggyback Registration shall be apportioned (I) first, to any shares of Common Stock that the Company proposes to sell, or in the case of a Third Party Registration, to any shares of Common Stock that the Third Party proposes to sell, (II) second, pro rata among all Participating Piggy-Back Holders on any shares of Common Stock proposed to be sold by (A) any Preferred Stock Investor Holder pursuant to the basis Preferred Stock Investor Registration Rights Agreement, (B) any LDC Holder pursuant to this Agreement and (C) any Institutional Investor pursuant to the Institutional Investor Registration Rights Agreement and (III) third, pro rata among any other shares of the relative amount of Registrable Securities requested Common Stock proposed to be included therein in such Piggyback Registration, including, in the case of a Third Party Registration, the Company, and in the case of a primary issuance by the Company, any Third Party, in each Participating Piggy-Back Holdercase according to the total number of shares of Common Stock requested for inclusion by the LDC Holders, the Institutional Investors, and the Preferred Stock Investor Holders, or in such other proportions as shall mutually be agreed to among such selling stockholders, as applicable.

Priority on Piggyback Registrations. If In the Piggy-Back event that the Piggyback Registration relates includes an underwritten offering, the registration rights provided in Section 3.01(a) shall be subject to an Underwritten Offering and the condition that if the managing underwriter or underwriters of such Underwritten Offering, selected by a Piggyback Registration advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders that in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of its opinion the number of Registrable Securities requested proposed to be included sold in such Piggyback Registration exceeds the number that can be sold without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, the Company, the Stockholders and other holders of Common Stock, as the case may be, will include in such registration only the number of Registrable Securities and other Common Stock which, with in the advice opinion of such managing underwriter or underwriters, can be sold in such offering without having the such adverse effect referred to above, the number of effect. The Registrable Securities which the Participating Piggy-Back Holders have requested to be and other Common Stock so included in such registrationPiggyback Registration (unless it is a Demand Registration) shall be apportioned as follows: (i) first, such amount to be allocated any shares of Common Stock that the Company proposes to sell and (ii) second, pro rata among all Participating Piggy-Back Holders on the basis shares of the relative amount Registrable Securities included in such Piggyback Registration and other shares of Common Stock included in such Piggyback Registration (owned by holders of Common Stock other than the Stockholders), in each case according to the total number of shares of the Registrable Securities requested for inclusion by the Piggyback Holder and the total number of shares of Common Stock requested for inclusion by holders of Common Stock other than the Stockholders. Notwithstanding anything herein to the contrary, the Stockholders’ rights under this Section 3.01 shall not be included therein by each Participating Piggy-Back Holdersubordinated to any registration rights, including any “piggyback” registration rights, of any other stockholder of the Company.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Piggyback Registration is not an Underwritten Offering, a nationally recognized independent investment bank selected by Fortress and Greenhill or, in each case, any of its Permitted Transferees (in each case to the extent a Stockholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) others who have sought to have equity securities of the Company registered in such Piggyback Registration pursuant to Section 8rights to demand (other than pursuant to so-called "piggyback" or other incidental or participation registration rights) such registration (such Persons being "Other Demanding Sellers"), to which such Piggy-Back Registration relates advise (iii) the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to Piggyback Sellers and (iv) any other proposed sellers of equity securities of the Company intends (such Persons being "Other Proposed Sellers"), as the case may be, would adversely affect the marketability of the equity securities sought to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other only such equity securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock as the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in is so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having such an effect, as follows and in the adverse effect referred to above, the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If Notwithstanding the Piggy-Back foregoing, (i) if a Piggyback Registration relates to an Underwritten Offering is a firm commitment underwritten primary offering on behalf of the Company and the managing underwriter or underwriters of such Underwritten Offering, selected by advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that that, in their good faith opinion, the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which requested to be included in such Piggyback Registration exceeds the number or aggregate dollar amount of such securities that can be sold in such Underwritten Offering offering without having a material adversely affecting the marketability of such offering of the Company’s securities (including an adverse affect effect on the success of such Underwritten Offeringper share offering price), the Company shall will include in such Piggy-Back Registration registration: (ia) first, 100% of the Class A Common Stock, Class D Common Stock or other securities Other Securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (iib) second, to the extent of the number of Registrable Securities requested to be included in such registration whichPiggyback Registration by the Holders that, with in the advice opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to abovesold, pro rata based on the number of Registrable Securities which the Participating Piggy-Back Holders have that each such Holder has requested be included in such Piggyback Registration, and (c) third, any Other Securities of any other holders requested to be included in such registration that, in the opinion of such underwriters, can be sold, or (ii) if a Piggyback Registration is a firm commitment underwritten secondary registration solely on behalf of holders of Other Securities (other than the Holders) and the managing underwriters advise the Company in writing that, in their good faith opinion, the number of securities requested to be included in such Piggyback Registration exceeds the number or aggregate dollar amount of such securities that can be sold in such offering without adversely affecting the marketability of such offering of the Company’s securities (including an adverse effect on the per share offering price), the Company will include in such registration: (a) first, the Other Securities requested to be included therein by the holders requesting such registration, such amount (b) second, the Other Securities that the Company proposes to be allocated pro rata among all Participating Piggy-Back Holders on sell, (c) third, the basis of the relative amount number of Registrable Securities requested to be included therein in such Piggyback Registration by the Holders that, in the opinion of such underwriters, can be sold, pro rata based on the number of Registrable Securities that each Participating Piggy-Back Holdersuch Holder has requested be included in such Piggyback Registration, and (d) fourth, the number of Other Securities proposed to be sold by all other holders that, in the opinion of such underwriters, can be sold.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offeringa Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, selected holders of a majority of the shares of Common Stock proposed to be registered by (x) the Preferred Stock Investor Holders, (y) the LDC Holders pursuant to the LDC Registration Rights Agreement and (z) the Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement) advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that in its or their opinion the total amount number of Registrable Securities that shares of Common Stock proposed to be sold in such Participating Piggy-Back Piggyback Registration (including any shares proposed to be sold by (i) LDC Holders intend pursuant to the LDC Registration Rights Agreement, (ii) Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement and (iii) Preferred Stock Investor Holders pursuant to this Agreement) exceeds the number which can be sold, or would adversely affect the price at which the Common Stock could be sold in such offering, the Company will include in the Piggy-Back such Piggyback Registration in addition to any other securities the Company intends to register would be greater than the total only that number of securities which shares of Common Stock which, in the opinion of such underwriter or underwriters (or in the case of a Piggyback Registration not being underwritten, holders of a majority of the shares of Common Stock proposed to be registered by the Preferred Stock Investor Holders, the LDC Holders and the Institutional Investors, as the case may be), can be sold in such Underwritten Offering offering without having a material adverse affect on the success so affecting such price. The shares of such Underwritten Offering, the Company shall include Common Stock to be included in such Piggy-Back Piggyback Registration shall be apportioned (ia) first, 100% to any shares of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and or in the case of a registration at the request of a Third Party (iia “Third Party Registration”), to any shares of Common Stock that the Third Party proposes to sell, (b) second, pro rata among any shares of Common Stock proposed to be sold by (x) any LDC Holder pursuant to the extent LDC Registration Rights Agreement and (y) any Institutional Investor pursuant to the Institutional Investor Registration Rights Agreement, up to a maximum of 40% of the number balance of Registrable Securities requested the shares of Common Stock to be included in such registration which, with Piggyback Registration after subtracting the advice of such managing underwriter or underwriters, can shares proposed to be sold without having by the adverse effect referred Company, or the Third Party, as the case may be, (c) third, pro rata among any shares of Common Stock proposed to abovebe sold by any Preferred Stock Investor Holder and (d) fourth, the number pro rata among any other shares of Registrable Securities which the Participating Piggy-Back Holders have requested Common Stock proposed to be included in such registrationPiggyback Registration, including, in the case of a Third Party Registration, the Company, and in the case of a primary issuance by the Company, any Third Party, in each case according to the total number of shares of Common Stock requested for inclusion by the Preferred Stock Investor Holders, the LDC Holders and the Institutional Investors, as applicable, or in such amount other proportions as shall mutually be agreed to among such selling stockholders, as applicable. Notwithstanding the foregoing, after June 30, 2004, the shares of Common Stock to be allocated included in such Piggyback Registration shall be apportioned (I) first, to any shares of Common Stock that the Company proposes to sell, or in the case of a Third Party Registration, to any shares of Common Stock that the Third Party proposes to sell, (II) second, pro rata among all Participating Piggy-Back Holders on any shares of Common Stock proposed to be sold by (A) any Preferred Stock Investor Holder, (B) any LDC Holder pursuant to the basis LDC Registration Rights Agreement and (C) any Institutional Investor pursuant to the Institutional Investor Registration Rights Agreement and (III) third, pro rata among any other shares of the relative amount of Registrable Securities requested Common Stock proposed to be included therein in such Piggyback Registration, including, in the case of a Third Party Registration, the Company, and in the case of a primary issuance by the Company, any Third Party, in each Participating Piggy-Back Holdercase according to the total number of shares of Common Stock requested for inclusion by the Preferred Stock Investor Holders, the LDC Holders and the Institutional Investors, as applicable, or in such other proportions as shall mutually be agreed to among such selling stockholders, as applicable.

Priority on Piggyback Registrations. If Notwithstanding any other provision of this Article 3, if the Piggy-Back Registration relates to an Underwritten Offering and the lead managing underwriter or underwriters advise, in the case of such Underwritten Offering, selected by the Company a registration requested pursuant to Section 83.1, the applicable Cornerstone Transferee Group and, in all other cases, the Company that marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a limitation of the number of shares to which such Piggy-Back Registration relates be included in an underwritten offering (including Registrable Securities), then the applicable Cornerstone Transferee Group or the Company, as the case may be, shall so advise the Participating Piggy-Back all Piggyback Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend who have requested to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold participate in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringoffering, the Company shall include in such Piggy-Back Registration that (i) firstif the requested registration is pursuant to Section 3.1, 100% the number of shares that may be included in the Class A Common Stock, Class D Common Stock underwriting shall be allocated first to the applicable Cornerstone Transferee Group and the Piggyback Holders of such Registrable Securities who have duly requested shares to be included therein (whether pursuant to Section 3.1 or other securities that would be convertible into, or exchangeable or exercisable for, shares 3.2) on a pro rata basis based on the number of Class A Common Stock or Class D Common Stock Registrable Securities held by the Company proposes to sellapplicable Cornerstone Transferee Group and all such Piggyback Holders, and (ii) secondif the requested registration is not pursuant to Section 3.1, the number of shares that may be included in the underwriting shall be allocated first to the extent of Company for its own account and second to the Piggyback Holders who have duly requested shares to be included therein pursuant to Section 3.2 on a pro rata basis based on the number of Registrable Securities requested held by all such Piggyback Holders. For any Piggyback Holder which is a partnership, limited liability company or corporation, the partners, members or shareholders, as applicable, of such Piggyback Holder, and the estates and immediate family members of any such partners, members and shareholders and any trusts for the benefit of any of the foregoing person(s) shall be deemed to be included in such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated a single “Piggyback Holder,” and any pro rata among all Participating Piggy-Back Holders on reduction with respect to such “Piggyback Holder” pursuant to Section 3.2(c) shall be based upon the basis of the relative aggregate amount of Registrable Securities requested shares carrying registration rights owned by all Persons deemed to be included therein by each Participating Piggy-Back constitute such “Piggyback Holder” (as defined in this sentence).

Priority on Piggyback Registrations. If In the Piggy-Back event that the Piggyback Registration relates includes an underwritten offering, the Company shall so advise the Stockholders as part of the written notice given pursuant to an Underwritten Offering Section 5.01(a) and the registration rights provided in Section 5.01(a) shall be subject to the condition that if the managing underwriter or underwriters of such Underwritten Offering, selected by a Piggyback Registration advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise that in its opinion the Participating Piggy-Back Holders in writing that the total amount number of Registrable Securities proposed to be sold in such Piggyback Registration exceeds the number that such Participating Piggy-Back Holders intend to can be sold without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, the Company and the Stockholders, as the case may be, will include in such registration only the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which Registrable Securities which, in the opinion of such underwriter or underwriters can be sold in such Underwritten Offering offering without having a material such adverse affect on effect. The Registrable Securities so included in such Piggyback Registration shall be apportioned as follows: (a) first, to any shares of Common Stock that the success Company proposes to sell and (b) second, pro rata among shares of the Registrable Securities included in such Piggyback Registration, in each case according to the total number of shares of the Registrable Securities requested for inclusion by the Piggyback Stockholders, or in such other proportions as shall mutually be agreed to among the Piggyback Stockholders. Notwithstanding anything to the contrary herein, if the underwriter reasonably determines that marketing factors require the exclusion of particular Stockholder(s) from participating in such offering (e.g., the exclusion of members of management) as to all or any portion of such Underwritten OfferingStockholder’s Common Stock, the Company shall include in so advise such Piggy-Back Registration (iStockholder(s) first, 100% and all or such portion of the Class A Common Stock, Class D such Stockholder’s Common Stock or other securities that would shall be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, excluded from such registration to the extent of the number of Registrable Securities requested to be included in determined by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holderunderwriter.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company) advises the Company and the holders of the Registrable Securities to be included in such Piggyback Registration, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, by any Persons other than the Stockholders who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such demand rights, to which being “Other Demand Rights” and such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to other Persons, being “Other Demanding Sellers”), by any other securities the Company intends to register would be greater than the total number holders of securities which can (including the Stockholders) seeking to sell such securities in such Piggyback Registration (“Piggyback Sellers”), in each case, if any would materially adversely affect the marketability of the securities sought to be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) firstonly such securities as the Company, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sellOther Demanding Sellers, and (ii) second, to the extent of the number of Registrable Securities requested to be included in Piggyback Sellers are so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having such an effect (the adverse effect referred to above“Maximum Piggyback Number”), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If Notwithstanding any other provision of this Article 3, if the Piggy-Back Registration relates to an Underwritten Offering and the lead managing underwriter or underwriters advise, in the case of such Underwritten Offering, selected by the Company a registration requested pursuant to Section 83.2, the Apax Transferee Group and, in all other cases, the Company that marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a limitation of the number of shares to which such Piggy-Back Registration relates be included in an underwritten offering (including Registrable Securities), then the Apax Transferee Group or the Company, as the case may be, shall so advise the Participating Piggy-Back all Piggyback Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend who have requested to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold participate in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringoffering, the Company shall include in such Piggy-Back Registration that (i) firstif the requested registration is pursuant to Section 3.2, 100% the number of shares that may be included in the Class A Common Stock, Class D Common Stock underwriting shall be allocated first to the Apax Transferee Group and the Piggyback Holders of such Registrable Securities who have duly requested shares to be included therein (whether pursuant to Section 3.2 or other securities that would be convertible into, or exchangeable or exercisable for, shares 3.3) on a pro rata basis based on the number of Class A Common Stock or Class D Common Stock Registrable Securities held by the Company proposes to sellApax Transferee Group and all such Piggyback Holders, and (ii) secondif the requested registration is not pursuant to Section 3.2, the number of shares that may be included in the underwriting shall be allocated first to the extent of Company for its own account and second to the Piggyback Holders who have duly requested shares to be included therein pursuant to Section 3.3 on a pro rata basis based on the number of Registrable Securities requested held by all such Piggyback Holders. For any Piggyback Holder which is a partnership, limited liability company or corporation, the partners, members or stockholders, as applicable, of such Piggyback Holder, and the estates and Family Members of any such partners, members and stockholders and any trusts for the benefit of any of the foregoing person(s) shall be deemed to be included in such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated a single “Piggyback Holder,” and any pro rata among all Participating Piggy-Back Holders on reduction with respect to such “Piggyback Holder” pursuant to Section 3.3(c) shall be based upon the basis of the relative aggregate amount of Registrable Securities requested shares carrying registration rights owned by all Persons deemed to be included therein by each Participating Piggy-Back constitute such “Piggyback Holder” (as defined in this sentence).

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company (reasonably acceptable to the holders of a majority of the Registrable Securities sought to be included in such Piggyback Registration and whose fees and expenses shall be borne solely by the Company)) advises the Company and the holders of the Registrable Securities to be included in such Piggyback Registration, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Persons who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to so- called "piggyback" or other incidental or participation registration rights) such registration (such demand rights being "Other Demand Rights" and such Persons being "Other Demanding Sellers"), to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount any holders of Registrable Securities that seeking to sell such Participating Piggy-Back Holders intend to include securities in the Piggy-Back such Piggyback Registration in addition to ("Piggyback Sellers") and any other proposed sellers, in each case, if any, would adversely affect the marketability of the securities the Company intends sought to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) first, 100% of the Class A Common Stock, Class D Common Stock or other only such securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock as the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in Piggyback Sellers are so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having the adverse effect referred to abovesuch an effect, the number which may exclude any class of Registrable Securities which if, in the Participating Piggy-Back Holders have requested judgment of such underwriter, the inclusion of such Registrable Securities would adversely affect the marketability of the securities sought to be included sold pursuant thereto (the "Maximum Piggyback Number"), as follows and in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis following order of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offering, a nationally recognized independent investment banking firm selected by the Company pursuant to act as lead underwriter in connection with a public offering of securities under this Section 8, to which such Piggy-Back Registration relates advise 1.1 advises the Participating Piggy-Back Holders in writing Company that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% inclusion of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration whichthe Registration Statement pursuant to Section 1.1(a) will materially and adversely affect the price, with the advice timing or success of such managing underwriter or underwritersoffering (a “Material Adverse Effect”), can be sold without having the adverse effect referred to above, then the number of shares of the Company Common Stock to be included in such Registration Statement shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount that such lead underwriter advises may be sold in an offering covered by the Registration Statement without a Material Adverse Effect by (i) first reducing, or eliminating if necessary, on a pro rata basis, the Registrable Securities which that the Participating Piggy-Back Holders have Holder has requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on Registration Statement and the basis total number of shares of the relative amount of Registrable Securities Company Common Stock requested to be included therein in such Registration Statement by each other Persons with contractual registration rights (other than any Person who has existing registration rights pursuant to the Existing Registration Rights Agreements or any other Person with contractual registration rights who beneficially holds more than the number of shares of Registrable Securities then held by the Participating Piggy-Back HolderHolder (such, Persons, the “Priority Holders”)) and (ii) then, if necessary, reducing the securities requested to be included by all other Priority Holders who have requested that their shares of the Company Common Stock be included in such Registration Statement as the Company shall determine in its sole and absolute discretion. If, as a result of the provisions of this Section 1.1(b), the Participating Holder shall not be entitled to include all Registrable Securities in a registration that the Participating Holder has requested to be so included, the Participating Holder may withdraw its request to include Registrable Securities in such Registration Statement by giving written notice to the Company of such withdrawal.

Priority on Piggyback Registrations. If Notwithstanding any other provision of this Article 3, if the Piggy-Back Registration relates to an Underwritten Offering and the lead managing underwriter or underwriters advise, in the case of such Underwritten Offering, selected by the Company a registration requested pursuant to Section 83.2, the Apax Transferee Group and, in all other cases, the Company that marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a limitation of the number of shares to which such Piggy-Back Registration relates be included in an underwritten offering (including Registrable Securities), then the Apax Transferee Group or the Company, as the case may be, shall so advise the Participating Piggy-Back all Piggyback Holders in writing that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend who have requested to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold participate in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringoffering, the Company shall include in such Piggy-Back Registration that (i) firstif the requested registration is pursuant to Section 3.2, 100% the number of shares that may be included in the Class A Common Stock, Class D Common Stock underwriting shall be allocated first to the Apax Transferee Group and the Piggyback Holders of such Registrable Securities who have duly requested shares to be included therein (whether pursuant to Section 3.2 or other securities that would be convertible into, or exchangeable or exercisable for, shares 3.3) on a pro rata basis based on the number of Class A Common Stock or Class D Common Stock Registrable Securities held by the Company proposes to sellApax Transferee Group and all such Piggyback Holders, and (ii) secondif the requested registration is not pursuant to Section 3.2, the number of shares that may be included in the underwriting shall be allocated first to the extent of Company for its own account and second to the Piggyback Holders who have duly requested shares to be included therein pursuant to Section 3.3 on a pro rata basis based on the number of Registrable Securities requested held by all such Piggyback Holders; provided in each case that if the lead managing underwriter or underwriters advise that marketing factors require a further limitation of the number of shares to be included by any Executive Management Stockholders in a registration or an offering, the allocation between the Apax Transferee Group and the Executive Management Stockholders for such offering shall not be required to be on a pro rata basis, provided that such non pro rata reduction shall not result in such registration which, Executive Management Stockholder selling less than 50% of the Registrable Securities it would have been able to sell if it sold on a pro rata basis with the advice Apax Transferee Group in such offering. For any Piggyback Holder which is a partnership, limited liability company or corporation, the partners, members or stockholders, as applicable, of such managing underwriter or underwritersPiggyback Holder, can and the estates and Family Members of any such partners, members and stockholders and any trusts for the benefit of any of the foregoing person(s) shall be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested deemed to be included in such registration, such amount to be allocated a single “Piggyback Holder,” and any pro rata among all Participating Piggy-Back Holders on reduction with respect to such “Piggyback Holder” pursuant to Section 3.3(c) shall be based upon the basis of the relative aggregate amount of Registrable Securities requested shares carrying registration rights owned by all Persons deemed to be included therein by each Participating Piggy-Back constitute such “Piggyback Holder” (as defined in this sentence).

Priority on Piggyback Registrations. If the Piggy-Back For any Piggyback Registration relates to that includes an Underwritten underwritten Public Offering and the managing underwriter or underwriters of such Underwritten Offering, selected by advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that in their reasonable opinion the total amount number of securities requested to be included in such Piggyback Registration exceeds the number of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any and other securities the Company intends to register would be greater than the total number of securities securities, if any, which can be sold in such Underwritten Offering without having adversely affecting the marketability, proposed offering price range acceptable to the Holders beneficially owning a material adverse affect on the success of such Underwritten Offering, the Company shall include in such Piggy-Back Registration (i) first, 100% majority of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration whichPiggyback Registration, with timing or method of distribution of the advice of offering, the Company shall include in such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, Piggyback Registration the number of Registrable Securities which can be sold without such adverse effect in the Participating Piggy-Back Holders have following order of priority: first, if the Piggyback Registration includes a primary offering of Company securities for the Company’s own account, the securities offered by the Company thereby; second, the Registrable Securities beneficially owned by the Investor Parties requested to be included in such registrationPiggyback Registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders the respective Investor Parties beneficially owning such Registrable Securities on the basis of the relative amount number of the Registrable Securities owned by each such Investor Party; third, the Registrable Securities beneficially owned by the Backstop Parties requested to be included therein in such Piggyback Registration, allocated pro rata among the respective Backstop Parties beneficially owning such Registrable Securities on the basis of the number of the Registrable Securities owned by each Participating Piggy-Back Holdersuch Backstop Party; and fourth, other securities requested to be included in such Piggyback Registration, if any.

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the managing underwriter or underwriters of such Underwritten Offeringa Piggyback Registration (or in the case of a Piggyback Registration not being underwritten, selected by holders of a majority of the shares of Common Stock proposed to be registered) advise the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that in its or their opinion the total amount number of Registrable Securities that shares of Common Stock proposed to be sold in such Participating Piggy-Back Piggyback Registration (including any shares proposed to be sold by (i) Preferred Stock Investor Holders intend pursuant to the Preferred Stock Investor Registration Rights Agreement, (ii) LDC Holders pursuant to the LDC Registration Rights Agreement, (iii) Institutional Investors pursuant to the Institutional Investor Registration Rights Agreement and (iv) MSCG Holders pursuant to this Agreement) exceeds the number which can be sold, or would adversely affect the price at which the Common Stock could be sold in such offering, the Company will include in the Piggy-Back such Piggyback Registration in addition to any other securities the Company intends to register would be greater than the total only that number of securities which shares of Common Stock which, in the opinion of such underwriter or underwriters (or in the case of a Piggyback Registration not being underwritten, holders of a majority of the shares of Common Stock proposed to be registered), can be sold in such Underwritten Offering offering without having a material adverse affect on the success so affecting such price. The shares of such Underwritten Offering, the Company shall include Common Stock to be included in such Piggy-Back Piggyback Registration shall be apportioned (ia) first, 100% in the case of a primary issuance by the Class A Common StockCompany, Class D to any shares of Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sell, and or in the case of a registration at the request of a Third Party (iiother than the MSCG Holders pursuant to this Agreement or any Preferred Stock Investor Holders, any LDC Holder or any Institutional Investor pursuant to an Existing Registration Rights Agreement, a “Third Party Registration”), to any shares of Common Stock that such Third Party proposes to sell; (b) second, pro rata among any shares of Common Stock proposed to be sold by (x) any Preferred Stock Investor Holders pursuant to the extent of Preferred Stock Investor Registration Rights Agreement, (y) any LDC Holder pursuant to the LDC Registration Rights Agreement and (z) any Institutional Investor pursuant to the Institutional Investor Registration Rights Agreement, in each case according to the total number of Registrable Securities shares of Common Stock requested for inclusion by the Preferred Stock Investor Holders, the LDC Holders and the Institutional Investors, as applicable, or in such other proportions as shall mutually be agreed to among such selling stockholders, as applicable; (c) third, pro rata among any shares of Common Stock proposed to be sold by any MSCG Holder, according to the total number of shares of Common Stock requested for inclusion by each MSCG Holder, or in such other proportions as shall be mutually agreed to among such selling stockholders; and (d) fourth, pro rata among any other shares of Common Stock proposed to be included in such registration whichPiggyback Registration, with including, in the advice case of such managing underwriter or underwriters, can be sold without having the adverse effect referred to abovea Third Party Registration, the number Company, and in the case of Registrable Securities which a primary issuance by the Participating Piggy-Back Company, any Third Party (other than the Preferred Stock Investor Holders, the LDC Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on and the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back HolderInstitutional Investors).

Priority on Piggyback Registrations. If the Piggy-Back Registration relates to an Underwritten Offering and the If, in connection with a Piggyback Registration, any managing underwriter or underwriters of (or, if such Underwritten OfferingPiggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company advises the Company and the holders of the Registrable Securities to be included in such Piggyback Registration, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Persons who have sought to have shares registered thereunder pursuant to Section 8rights to demand (other than pursuant to so-called "piggyback" or other incidental or participation registration rights) such registration (such demand rights being "Other Demand Rights" and such Persons being "Other Demanding Sellers"), to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders in writing that the total amount any holders of Registrable Securities that seeking to sell such Participating Piggy-Back Holders intend to include securities in the Piggy-Back such Piggyback Registration in addition to ("Piggyback Sellers") and any other proposed sellers, in each case, if any, would adversely affect the marketability of the securities the Company intends sought to register would be greater than the total number of securities which can be sold in such Underwritten Offering without having a material adverse affect on the success of such Underwritten Offeringpursuant thereto, then the Company shall include in the registration statement applicable to such Piggy-Back Piggyback Registration (i) firstonly such securities as the Company, 100% of the Class A Common Stock, Class D Common Stock or other securities that would be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sellOther Demanding Sellers, and (ii) second, to the extent of the number of Registrable Securities requested to be included in Piggyback Sellers are so advised by such registration which, with the advice of such managing underwriter or underwriters, can be sold without having such an effect (the adverse effect referred to above"Maximum Piggyback Number"), as follows and in the number following order of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative amount of Registrable Securities requested to be included therein by each Participating Piggy-Back Holder.priority:

Priority on Piggyback Registrations. If Subject to any rights that have been granted to security holders of the Piggy-Back Registration relates Company prior to an Underwritten Offering and the date hereof (the "Prior Rights"). The Company shall cause the managing underwriter underwriters of a proposed underwritten offering to permit holders of Registrable Shares requested to be included in the registration for such offering to include all such Registrable Shares on the same terms and conditions as any similar securities, if any, of the Company or any selling security holder included. Notwithstanding the foregoing, if the managing underwriters of such Underwritten Offering, selected by the Company pursuant to Section 8, to which such Piggy-Back Registration relates advise the Participating Piggy-Back Holders underwritten offering determines in writing good faith that the total amount of Registrable Securities that such Participating Piggy-Back Holders intend to include in the Piggy-Back Registration in addition to any other securities the Company intends to register would be greater than the total number of securities which can be sold that such Holders, the Company, and any other person having rights to participate in such Underwritten Offering without having a material adverse registration, propose to include in such offering is such as to materially and adversely affect on the success of such Underwritten Offeringoffering, then, subject to the Prior Rights, (x) if such Piggyback Registration is a primary registration on behalf of the Company, the securities to be offered (i) for the account of all such other persons shall be reduced or limited pro rata in proportion to the respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included in such offering to the amount recommended by such managing underwriters, and (y) if such Piggyback Registration is an underwritten secondary registration on behalf of the holders of securities of the Company, the Company shall include in such Piggy-Back Registration registration: (iA) first, 100% up to the full number of securities of such persons exercising "demand" registration rights that in the Class A Common Stock, Class D Common Stock or other securities that would opinion of such underwriter can be convertible into, or exchangeable or exercisable for, shares of Class A Common Stock or Class D Common Stock the Company proposes to sellsold (allocated among such holders as they may so determine), and (iiB) second, to the extent of the number of Registrable Securities requested to be securities included in such registration whichpursuant to this Section 2.2 in excess of the securities such persons exercising "demand" registration rights proposed to sell that, with in the advice opinion of such managing underwriter or underwritersunderwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Participating Piggy-Back Holders have requested to be included in such registration, such amount to be (allocated pro rata among all Participating Piggy-Back Holders on the basis of the relative aggregate dollar amount of Registrable Securities securities requested to be included therein therein). The rights granted under this Section 2(e) may only be exercised by each Participating Piggya Holder in a non-Back underwritten offering, if Rule 144(k) (or any successor rule) is not then available for the sale of the Holder's Registrable Shares.