Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback the Piggy-Back Registration is relates to an underwritten offering Underwritten Offering and was initiated by the Company, and if the managing underwriter advises 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 inclusion total amount of Registrable Shares requested Securities that such Participating Piggy-Back Holders intend to be included include in the Piggy-Back Registration Statement in addition to any other securities the Company intends to register would cause an Adverse Effectbe 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 registration statement 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 Shares 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 the all Participating Piggy-Back Holders of such Registrable Shares on the basis of the number relative amount of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities Securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Participating Piggy-Back Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If The Company shall cause the managing underwriters of a Piggyback Registration is an proposed underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion to permit holders of Registrable Shares Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company or any selling security holder included therein; provided, however, the inclusion of Registrable Securities in a Piggyback Registration Statement would cause in respect of a demand registration filed for the account of those certain Persons identified on the signature pages to the 1993 Agreement (as hereinafter defined) or their successors and assigns, will be subject to the consent in writing of the managing underwriter of such offering; and, provided further, if the managing underwriters of such underwritten offering determine in good faith that the total number of securities that such holders, the Company, and any other persons having rights to participate in such registration, propose to include in such offering is such as to materially and adversely affect the success of such offering, then (i) if such Piggyback Registration is a primary registration on behalf of the Company, the securities to be offered shall be allocated as follows: (A) first, the full number of securities to be offered by the Company shall be included in such registration, (B) then, except as otherwise provided in the proviso to this clause (B), up to the full number of securities to be offered by holders of Registrable Securities shall be included in such registration (allocated among such holders pro rata in proportion to the number 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), provided, as to those certain Persons identified on the signature pages to the 1993 Agreement or their successors and assigns, up to the full number of securities to be offered by holders of Registrable Securities and by such Persons shall be included in such registration (allocated among such holders and Persons pro rata in proportion to the number 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 (C) to the extent an Adverse Effectamount of securities recommended by the managing underwriters remains available, up to that amount of securities shall be included in such registration for the account of all such other persons (allocated among them 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 (ii) 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 registration statement registration: (iA) first, up to the full number of securities of such persons exercising "demand" registration rights that in the Company proposes to sellopinion of such underwriter can be sold (allocated among such holders as they may so determine), and (iiB) second, the Registrable Shares requested to be number of securities included in such registrationregistration pursuant to this Section 2.3 in excess of the securities such persons exercising "demand" registration rights proposed to sell that, in the opinion of such managing underwriter, can be sold (allocated pro rata among the Holders of such Registrable Shares on the basis of the number aggregate dollar amount of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementtherein). (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering by or through one or more underwriters of recognized standing and was initiated by the Company, and if the managing underwriter advises underwriters advise the Company 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 inclusion number of Registrable Shares securities requested to be included in such registration exceeds the Registration Statement would cause an Adverse Effectnumber which can be sold in such offering without materially and adversely affecting the marketability of the offering, then any such 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 registration statement offering, (i) first, the securities the Company 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, (A) the Registrable Shares requested Securities to be included in such registrationregistration by the Holders and the holders of Registrable Securities (as defined in the 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 of and such Registrable Shares other holders), based on the basis of the number amount of Registrable Shares owned by each such Holder, Securities and (iii) third, any 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 registration. If as other proportion mutually agreed among them), (y) if a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included Securities (as defined in the DB Holdings Registration Statement would cause an Adverse EffectRights Agreement) has initiated such offering, the Company shall include in such registration statement (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 by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the 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 registration by the Holders, with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among the Company, the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementtherein. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if The Company will cause the managing underwriter advises the Company that the inclusion or underwriters of a proposed underwritten offering to permit holders of Registrable Shares Securities requested to be included in the Registration Statement would cause registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver an Adverse Effectopinion to the holders of Registrable Securities to the effect that the total amount of securities which such holders, the Company shall and any other persons having rights to participate in such registration propose to include in such registration statement offering is such as to materially and adversely affect the success of such offering, then: (i) firstif such registration is a primary registration on behalf of the Company, the amount of securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, therein (x) for the account of holders of Registrable Securities on the one hand (allocated pro rata among the Holders of such Registrable Shares holders on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities Securities requested to be included in therein by each such registration. If as a result holder), and (y) for the account of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. other persons (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder exclusive of the Company), and on the other hand, will be reduced (to zero if necessary) pro rata in proportion to the managing underwriter advises the Company that the inclusion respective amounts of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by to the security holders requesting such registration and extent necessary to reduce the Registrable Shares requested total amount of securities to be included in such registrationoffering to the amount recommended by such managing underwriter or underwriters; and (ii) if such registration is an underwritten secondary registration on behalf of holders of securities of the Company other than Registrable Securities, the Company will include therein: (x) first, up to the full number of securities of such persons exercising "demand" registration rights that in the opinion of such managing underwriter or underwriters can be sold or allocated among such holders as they may otherwise so determine, and (y) second, the amount of Registrable Securities and securities proposed to be sold by any other person in excess of the amount of securities such persons exercising "demand" registration rights propose to sell that, in the opinion of such managing underwriter or underwriters, can be sold (allocated pro rata among the holders of such securities Registrable Securities and such other persons on the basis of the number dollar amount of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Companytherein). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares Securities requested to be included in such registration, pro rata among the Holders of such Registrable Shares Securities on the basis of the number of Registrable Shares Securities owned by each such Holder, and (iii) third, any other securities requested to be included in such registration, provided that if such other securities have been requested to be included pursuant to a registration rights agreement, then such securities would be included as set forth in (ii) above. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares Securities in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares Securities in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares Securities on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares Securities to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable SharesSecurities, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares Securities pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if The Company shall use reasonable efforts to cause the managing underwriter advises the Company that the inclusion or underwriters of a proposed underwritten offering to permit holders of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effectregistration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the 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 number or dollar amount of securities that such holders, the Company shall and any other Persons having rights to participate in such registration, intend to include in such registration statement offering is such as to adversely affect the success of such offering, then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (i) If the underwritten offering is a primary offering on behalf of the Company: (A) first, the securities number of shares of Common Stock proposed to be registered for sale by the Company proposes to sell, Company; (iiB) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration Securities that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares are requested to be included in such registration, pro rata among the holders of such securities Registrable Securities on the basis of the relative number of securities owned by each such holderRegistrable Securities requested for inclusion thereby; and (C) third, and (ii) secondOther Securities, any other securities if any, that are requested to be included in such registration registration. (including securities to be sold for ii) if the account underwritten offering is on behalf of the Company). If as a result holders of the provisions of this Section 2.2.2(bOther Securities: (A) any Holder shall not be entitled to include all first, such Other Securities and Registrable Shares in a registration Securities that such Holder has are requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares included in such registration statement. (c) No Holder may participate in any registration statement in respect registration, pro rata among the holders of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Other Securities and Registrable Shares Securities on the basis provided in of the relative number of such Registrable Securities requested for inclusion thereby; and (B) second, any underwriting arrangements approved securities requested to be included for sale by the Company and (y) completes and executes all questionnaires, powers Company. No securities excluded from the underwriting by reason of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder underwriter’s marketing limitation shall be required to make any representations or warranties included in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Companyoffering, and if the managing underwriter advises the Company BBUC that the inclusion of Registrable Shares requested to be included in the a Registration Statement Statement, Shelf Registration or Prospectus, as applicable, would cause an Adverse Effect, the Company BBUC shall only be required to include such number of Registrable Shares in such registration statement Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: (i) first, the securities the Company BBUC proposes to sell, (ii) second, the Registrable Shares requested to be included in such registrationRegistration Statement, Shelf Registration or Prospectus, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registrationRegistration Statement, Shelf Registration or Prospectus. If as a result of the provisions of this Section 2.2.2(a2.2.2 (a) any Holder shall not be entitled to include all Registrable Shares in a registration Registration Statement, Shelf Registration or Prospectus that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementRegistration Statement, Shelf Registration or Prospectus, as applicable. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement Registration Statement, Shelf Registration or Prospectus, as applicable, in respect of a Piggyback Registration hereunder unless such Holder (xi) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company BBUC and (yii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (iA) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (iiB) such Holder’s power and authority to effect such transfer, and (iiiC) such matters pertaining to compliance with securities laws applicable Securities Laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion tothereto, and provided, further, that such liability will be limited to, to the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationRegistration Statement, Shelf Registration or Prospectus.

Priority on Piggyback Registrations. If, in connection with a Piggyback Registration, any managing underwriter (a) If a or, if such Piggyback Registration is not an underwritten offering offering, a nationally recognized independent underwriter selected by the Company) advises the Company and was initiated 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 rights 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 other Persons, being “Other Demanding Sellers”), by any holders of securities (including the Investors) seeking to sell such securities in such Piggyback Registration (“Piggyback Sellers”), in each case, if any would materially adversely affect the managing underwriter advises marketability of the Company that the inclusion of Registrable Shares requested securities sought to be included in the Registration Statement would cause an Adverse Effectsold pursuant thereto, then the Company shall include in such the registration statement applicable to such Piggyback Registration only such securities as the Company, the Other Demanding Sellers, and the Piggyback Sellers are so advised by such underwriter can be sold without such an effect (the “Maximum Piggyback Number”), as follows and in the following order of priority: (i) first, if the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering on behalf of the Company and was initiated not a Demanding Investor pursuant to Section 3.01 hereof or any Person exercising Other Demand Rights (whether or not other Persons seek to include securities therein pursuant to so-called “piggyback” or other incidental or participatory registration rights) (a “Primary Offering”), then (A) first, such number of securities to be sold by a security holder of the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined; and (B) second, if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned to be included under clause (A) above is less than the Maximum Piggyback Number, pro rata in proportion to the securities sought to be registered by each such holderall the Piggyback Sellers which in the aggregate, and when added to the number of securities to be registered under clause (A) above, equals the Maximum Piggyback Number; and (ii) if the Piggyback Registration is an offering other than pursuant to a Primary Offering or a Demand Registration, then (A) first, such number of securities sought to be registered by each Other Demanding Seller, pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers; and (B) second, any other if the number of securities requested to be included under clause (A) above is less than the Maximum Piggyback Number, the number of securities sought to be registered by each Piggyback Seller, pro rata in such registration proportion to the securities sought to be registered by all the Piggyback Sellers, which in the aggregate, when added to the number of securities to be registered under clause (including A) above, equals the Maximum Piggyback Number; and (C) third, if the number of securities to be included under clauses (A) and (B) above is less than the Maximum Piggyback Number, the number of securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company for its own account, which in the aggregate, when added to the number of securities to be registered under clauses (A) and (yB) completes and executes all questionnairesabove, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under equals the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationMaximum Piggyback Number.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effectoffering, 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 registration statement 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 offering is such as to adversely affect the price, timing or distribution of the securities in such 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 offering, and such number of Registrable Securities shall be allocated as follows: (i) if the registration involves an underwritten primary offering on behalf of the Company, (A) first, the all securities proposed to be sold by the Company proposes to sell, for its own account; (iiB) second, the all Registrable Shares Securities requested to be included in such registrationregistration by the Shareholders pursuant to this Section 4, pro rata among the Holders of such Registrable Shares holders on the basis of the number percentage of the Registrable Shares owned Securities requested to be included in such Registration Statement by each all holders that made such Holder, Piggyback Request; and (iiiC) third, any all other securities requested to be included in such registration. If as a result Registration Statement by other holders of the provisions of this Section 2.2.2(a) any Holder shall not be securities entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares securities in such Registration Statement pursuant to piggyback registration statement. rights; provided that any Shareholder may, prior to the earlier of (bx) If a Piggyback Registration is an underwritten offering and was initiated by a security holder the effectiveness of the Company, Registration Statement and if (y) the time at which the offering price or underwriter’s discount are determined with the managing underwriter advises the Company that the inclusion of Registrable Shares requested underwriter(s), withdraw its request to be included in such registration pursuant to this Section 4. (ii) if the Registration Statement would cause registration involves an Adverse Effect, underwritten offering that was initially requested by any Person(s) (other than a Shareholder) to whom the Company shall include in such has granted registration statement rights which are not inconsistent with the rights granted in, and do not otherwise conflict with the terms of, this Agreement, (iA) first, the securities requested to be included therein in such underwritten offering by such other Person(s) pro rata among such Person(s) on the security holders requesting such registration and basis of the Registrable Shares percentage of the securities requested to be included in such registrationRegistration Statement by all holders that made such request; (B) second, all Registrable Securities requested to be included in such registration by the Shareholders pursuant to this Section 4, pro rata among the such holders of such securities on the basis of the number percentage of securities owned the Registrable Securities requested to be included in such Registration Statement by each all holders that made such holderPiggyback Request; (C) third, and (ii) second, any all other securities requested to be included in such registration (including Registration Statement by other holders of securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; and (D) fourth, all Registrable Shares in a registration that such Holder has securities requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares included in such registration statement. (c) No Holder may participate in Registration Statement by the Company for its own account; provided that any registration statement in respect Shareholder may, prior to the earlier of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by effectiveness of the Company Registration Statement and (y) completes and executes all questionnairesthe time at which the offering price or underwriter’s discount are determined with the managing underwriter(s), powers of attorney, indemnities, underwriting agreements and other documents, each withdraw its request to be included in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationthis Section 4.

Priority on Piggyback Registrations. (a) If a Piggyback the Registration Statement for which the Partnership gives notice under this Section 3 is for an underwritten offering Underwritten 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 of such Underwritten Offering advises the Partnership and was initiated by the CompanyHolder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, and if the Partnership will include in such Underwritten Offering such amount of Registrable Securities that the managing underwriter advises may be sold in such offering as follows: (i) in the Company that event of a Demand Underwritten Offering, first, the inclusion of Registrable Shares requested Securities to be included by the Holder(s) requesting such Demand Underwritten Offering, second, the Common Units to be included by the Partnership, 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 event of a Piggyback Registration Statement would cause in connection with an Adverse EffectUnderwritten Offering of Common Units on behalf of a holder of Common Units other than the Partnership (other than a Demand Underwritten Offering), the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares Common Units requested to be included in such registrationUnderwritten Offering by the holder of Common Units that demanded such Underwritten Offering; second, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities Common Units requested to be included in such registration. If as a result Underwritten Offering by the Partnership; third, the Registrable Securities owned by any Holder, pro rata based on the number of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has Securities initially requested by them to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares included in such registration statement. (b) If a Piggyback Registration is an underwritten offering Underwritten Offering and was initiated by a security holder of fourth, the CompanyCommon Units, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested any, proposed to be included in the Underwritten Offering by any other holders of Common Units; or (iii) in the event of a Piggyback Registration Statement would cause in connection with an Adverse EffectUnderwritten Offering of Common Units that is initiated by the Partnership for a primary offering of Common Units by the Partnership, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested Common Units to be included in such registrationUnderwritten Offering by the Partnership; second, the Registrable Securities owned by any Holder, pro rata among the holders of such securities based on the basis of the number of securities owned Registrable Securities initially requested by each such holder, and (ii) second, any other securities requested them to be included in such registration (including securities Underwritten Offering; and third, the Common Units, if any, proposed to be sold for included in the account Underwritten Offering by any other holders of the Company)Common Units. If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder an Underwritten Offering unless such Holder (x) agrees to sell such Holder’s its Registrable Shares Securities covered by the Registration Statement on the basis provided in any terms and conditions of the underwriting arrangements approved by the Company agreement and (y) completes and executes delivers all questionnaires, powers of attorney, indemnities, underwriting agreements necessary documents and other documents, each in customary form, information reasonably required under the terms of such underwriting arrangementsagreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided, however, that no such Holder shall be required notice is delivered prior to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation launch of such Holder Underwritten Offering. The Partnership shall have the right to indemnify pursuant terminate or withdraw any Registration Statement or Underwritten Offering initiated by it prior to any such underwriting arrangements shall be severalthe Effective Date of the Registration Statement or the pricing date of the Underwritten Offering, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationas applicable.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten Underwritten Offering and the Managing Underwriters advise the party or parties initiating such offering and was initiated by in writing (a copy of which writing shall be provided to the Company, and if Holders) that in their good faith judgment the managing underwriter advises the Company that the inclusion number of Registrable Shares securities requested to be included in such registration exceeds the Registration Statement would cause an Adverse Effectnumber which can be sold in such offering without materially and adversely affecting the marketability of the offering, then any such 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 registration statement offering, (i) first, the securities the Company 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, (A) the Registrable Shares requested Securities to be included in such registrationregistration by the Holders and the holders of Registrable Securities (as defined in the 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 of and such Registrable Shares other holders), based on the basis of the number amount of Registrable Shares owned by each such Holder, Securities and (iii) third, any 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 registration. If as other basis mutually agreed among them), (y) if a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included Securities (as defined in the Mammoth Holdings Registration Statement would cause an Adverse EffectRights Agreement or the Investor Rights Agreement, the Company shall include in as applicable) has initiated such registration statement 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 security holders requesting underwriters as aforesaid, all such registration 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 Registrable Shares amount of securities requested to be included in 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 registrationoffering, pro rata among (i) first, the holders of securities such securities on the basis of the number of securities owned by each such holderother 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 registration 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 additional securities to be included on a pro rata basis (or in such other basis mutually agreed among the Company, the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementtherein. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Companyregistration, and if the managing underwriter advises underwriters shall give written advice to the Company that the inclusion of Registrable Shares requested a number of securities to be included which such registration should, in the Registration Statement would cause an Adverse Effectopinion of the managing underwriters of such registration in the light of marketing factors, be limited (the “Underwriters’ Maximum Number”), then: (i) the Company shall be entitled to include in such registration statement (i) first, the that number of securities which the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, offer and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares sell for its own account in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the and/or number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration by persons exercising demand registration rights which does not exceed the Underwriters’ Maximum Number; (including ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Common Shares requested by the Holder thereof to be included in such registration and which does not exceed such excess and such securities to be sold for registered shall be allocated pro rata among the account Holder on the basis of the Company). If as a result number of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Common Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved included therein by the Holder and any other person to whom the Company and has granted piggyback registration rights; (yiii) completes and executes all questionnaires, powers if the Underwriters' Maximum Number exceeds the sum of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms number of such underwriting arrangements; provided, however, that no such Holder Shares which the Company shall be required to make any representations or warranties include in connection with any such registration other than representations and warranties as pursuant to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, clause (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, above and the liability number of each such Holder will be securities which the Company proposes to offer and sell for its own account in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration, then the Company may include in such registration that number of other securities which persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. (a) If NBCi will cause the managing underwriter or underwriters of a Piggyback Registration is an underwritten offering proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and was initiated by conditions as any securities of NBCi included therein. Notwithstanding the Companyforegoing, and if the managing underwriter advises or underwriters of such Underwritten Offering delivers an opinion to the Company Holders to the effect that (i) the inclusion total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Shares requested Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included in therein for the Registration Statement would cause an Adverse Effectaccount of Holders will, the Company shall include in such registration statement (i) firstif necessary, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be reduced and there will be included in such registrationUnderwritten Offering the number of Registrable Securities that, pro rata in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders of such Registrable Shares on the basis of the number amount of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the security holders requesting such registration and six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Shares Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such registration, pro rata among offering to the holders of such securities on extent the basis Registrable Securities are not of the number same class as securities of securities owned by each such holder, and (ii) second, any other securities requested to be NBCi included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementoffering. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten Underwritten Offering and the Managing Underwriters advise the party or parties initiating such offering and was initiated by in writing (a copy of which writing shall be provided to the Company, and if Holders) that in their good faith judgment the managing underwriter advises the Company that the inclusion number of Registrable Shares securities requested to be included in such registration exceeds the Registration Statement would cause an Adverse Effectnumber which can be sold in such offering without materially and adversely affecting the marketability of the offering, then any such 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 registration statement offering, (i) first, the securities the Company 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, (A) the Registrable Shares requested Securities to be included in such registrationregistration by the Holders and the holders of Registrable Securities (as defined in the 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 of and such Registrable Shares other holders), based on the basis of the number amount of Registrable Shares owned by each such Holder, Securities and (iii) third, any 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 registration. If as other basis mutually agreed among them), (y) if a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included Securities (as defined in the Mammoth Holdings Registration Statement would cause an Adverse EffectRights Agreement) has initiated such offering, the Company shall include in such registration statement (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 security holders requesting underwriters as aforesaid, all such registration 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 Registrable Shares amount of securities requested to be included in therein, and (z) if a party other than the Company or a holder under the Mammoth Holdings Registration Rights Agreement initiated such registrationoffering, pro rata among (i) first, the holders of securities such securities on the basis of the number of securities owned by each such holderother 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 registration 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 additional securities to be included on a pro rata basis (or in such other basis mutually agreed among the Company, the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementtherein. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises or underwriters, if any, advise the Company holders of Registrable Securities in writing that in its or their reasonable opinion that the inclusion number or kind of securities proposed to be sold in such registration (including Registrable Shares requested Securities to be included in pursuant to subsection (a)(i) above) will materially adversely affect the Registration Statement would cause an Adverse Effectsuccess of such offering, the Company shall will include in such registration statement 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: (iA) first, the securities the Company proposes to sell, (iiB) second, the Registrable Shares requested securities proposed to be included in sold by Persons initially requesting such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holderif any (other than any BRS Investor), and (iiiC) third, any other the securities requested proposed to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) sold by any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration BRS Investor and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities Securities requested to be included in such registration by the holders of Registrable Securities and all other Persons having registration rights with respect to such offering. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be allocated among the holders of Registrable Securities and other Persons pursuant to clause (including securities B) or (C) above, the allocation shall be made pro rata based on the number of Registrable Securities that each such participant shall have requested to include therein or proposed to be sold for by any BRS Investor, as the account of the Company)case may be. If any holder of Registrable Securities is excluded as a result of the provisions of this Section 2.2.2(b) any Holder foregoing restrictions from registration, then such holder shall not be entitled to include all sell, on a pro rata basis, the excluded Registrable Shares in a registration that such Holder has requested Securities, prior to be so includedany other Registrable Securities, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationunderwriters’ over-allotment option.

Priority on Piggyback Registrations. (a) If a the Piggyback Registration is an underwritten offering and was initiated by offering, the Company, and if Company will cause the managing underwriter advises of that proposed offering to permit the Company Holders that the inclusion of have requested Registrable Shares requested Securities to be included in the Piggyback Registration Statement would cause to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company or any other applicable selling securityholder. The right of any Holder to participate in any such underwritten offering shall be conditioned on such Holder’s entering into an Adverse Effectunderwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advises the Company and the selling Holders in writing that, in its good faith determination, the total amount of securities that the Company shall and the Holders propose to include in such registration statement (ioffering is such as to materially and adversely affect the success of such underwritten offering or that if the managing underwriter of an underwritten offering under this Section 3(b) first, the securities advises the Company proposes to sell, (ii) second, and such Holders in writing that the Registrable Shares total number of shares requested to be included in such registrationregistration exceeds the number of shares of Common Stock which can be sold in such offering or that the success or pricing of the offering would be materially and adversely affected by the inclusion of all of the shares of Common Stock requested to be included, then: (i) if such Piggyback Registration is a primary registration by the Company for its own account, the Company will include in such Piggyback Registration in the following order of priority: (A) first, the full amount of securities proposed to be offered by the Company; (B) second, up to the full amount of securities requested to be included in such Piggyback Registration by the Holders making such Piggyback Request, allocated pro rata among the Holders of such Registrable Shares Holders, on the basis of the number amount of Registrable Shares owned securities requested to be included therein by each such Holder, ; and (iiiC) third, any other securities requested to be included in such registration. If as a result registration so that the total amount of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested securities to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares included in such registration statement.underwritten offering is the full amount that, in the opinion of such managing underwriter, can be sold without materially and adversely affecting the success of such underwritten offering; and (bii) If a if such Piggyback Registration is an underwritten offering and was initiated by a security holder secondary registration for the account of holders of securities of the Company, and if the managing underwriter advises the Company that will include in such registration, in the inclusion following order of Registrable Shares priority: (A) first, the full amount of securities proposed to be included in the registration pursuant to arrangements entered into or proposed to be entered into among the Company and the holders of securities of the Company for whose account such underwritten secondary registration is being undertaken; (B) second, up to the full amount of securities requested to be included in such Piggyback Registration by the Registration Statement would cause an Adverse EffectHolders making such Piggyback Request, allocated pro rata among such Holders, on the Company shall include in such registration statement (i) first, basis of the amount of securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, Holder; and (iiC) secondthird, any other securities requested to be included in such registration (including so that the total amount of securities to be included in such underwritten offering is the full amount that, in the written opinion of such managing underwriter, can be sold without materially and adversely affecting the success of such underwritten offering. (iii) If so requested (pursuant to a timely written notice) by the managing underwriter in any underwritten offering, the Holders participating in such underwritten offering will agree not to effect any public sale or distribution (or any other type of sale, offer, disposition or other transaction as the managing underwriter determines is necessary in order to effect the underwritten offering) of any Common Stock or similar securities, including a sale pursuant to Rule 144 (but excluding any Registrable Securities included in such underwritten offering), during the 10 days prior to, and during (A) for the account an initial public offering of Common Shares or other similar securities of the Company). If as , 180 days and (B) for a result secondary offering of Common Shares or other similar securities of the provisions of this Section 2.2.2(b) any Holder shall not be entitled Company, 90 days, in each case (or such additional period as the managing underwriter determines is necessary in order to include all Registrable Shares in a registration that such Holder has requested to be so includedeffect the underwritten offering), such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on following, the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms pricing date of such underwriting arrangements; provided, however, that no underwritten offering (or such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws longer period as may be reasonably requested; provided, further, however, that required by the obligation applicable underwriting agreement). In the event of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited toa request, the net amount received by Company may impose, during such Holder from period, appropriate stop-transfer instructions with respect to the sale of his Common Stock or its Registrable Shares pursuant similar securities subject to such registrationrestrictions.

Priority on Piggyback Registrations. (a) If any of the Registrable Securities to be registered pursuant to a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested are to be included sold in the Registration Statement would cause an Adverse EffectUnderwritten 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 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 statement 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, the all securities proposed to be sold by the Company proposes to sell, for its own account; (ii) second, the all Registrable Shares Securities requested to be included in such registrationPiggyback Registration by the Shareholders pursuant to Section 4, pro rata among the Holders of such Registrable Shares holders on the basis of the number percentage of the Registrable Shares owned Securities requested to be included in such Registration Statement by each such Holder, Shareholders; and (iii) third, any all other securities requested to be included in such registration. If as a result Registration Statement by other holders of the provisions of this Section 2.2.2(a) any Holder shall not be securities entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares securities in such Registration Statement pursuant to piggyback registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder rights; provided that any Shareholder may, prior to the effectiveness of the CompanyRegistration Statement, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested withdraw its request to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested Piggyback Registration pursuant to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement4. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a the Registrable Securities requested to be included in the Piggyback Registration is an underwritten offering and was initiated by any Holder differ from the type of securities proposed to be registered by the Company, Company and if the managing underwriter Underwriter advises the Company that due solely to such 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, 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 Securities from such Piggyback Registration, provided that no other securities of such type are included and offered for 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 total number of shares requested to be included in such Piggyback Registration by all Persons other than the Company who have the contractual right to request that their shares be included in such registration statement and who have requested that their shares be included. If the Registrable Securities requested to be included 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 Shares Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each 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 would cause an Adverse Effect, the Company shall include registration statement by all Holders are included in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registrationstatement. If as a result of the provisions of this Section 2.2.2(a2.02(b) any Holder shall not be entitled to include all Registrable Shares Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include Securities in such registration statement (i) first, the securities requested prior to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementits effectiveness. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration the registration statement under which the Issuer gives notice under this Section 2.1 is for an underwritten offering offering, the Issuer shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder's participation in such underwriting and was initiated by the Companyinclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Notwithstanding any other provision of the Agreement, and if the managing underwriter advises determines in good faith that marketing factors require a limitation of the Company number of securities to be underwritten, the number of securities that may be included in the inclusion underwriting shall be allocated as follows: (i) with respect to an offering initiated by the Issuer on its own behalf, first, to the Issuer, and second to the Holders and any other securityholders of Registrable Shares requested the Issuer who have the right to include securities in such offering pro rata based on the number of securities proposed by such Persons to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, offering; and (ii) secondwith respect to an offering pursuant to demand registration rights of securityholders of the Issuer other than the Holders, first to the Registrable Shares requested securityholders pursuant to their demand registration rights, second to the Issuer, and third, to the Holders and any other securityholders of the Issuer who have the right to include securities in such offering pro rata based on the number of securities proposed by the Holders and such other securityholders to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registrationoffering. If as a result of the provisions of this Section 2.2.2(a2.1(b) any Holder shall not be entitled to include all Registrable Shares Securities in a registration an offering that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Shares Securities in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder prior to completion of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementoffering. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a In the event that the Piggyback Registration is includes an underwritten offering offering, the Company shall so advise the Shareholders as part of the written notice given pursuant to Section 5.01(a) and was initiated by the Company, and registration rights provided in Section 5.01(a) shall be subject to the condition that if the managing underwriter advises or underwriters of a Piggyback Registration advise the Company in writing (a copy of which shall be provided to the applicable Shareholders) that in its opinion the inclusion number of Registrable Shares requested Securities proposed to be included sold in such Piggyback Registration exceeds the Registration Statement number which can be sold, and would cause an Adverse Effectmaterially adversely affect the price at which the Registrable Securities are to be sold, in such offering, the Company shall include (or the Shareholders, as the case may be) will in- clude in such registration statement only the number of Registrable Securities which, in the opinion of such underwriter or underwriters can be sold in such offering without such material adverse effect. The Registrable Securities so included in such Piggyback Registration shall be apportioned (i) first, either (x) in the securities case of a primary registration on behalf of the Company, to any shares of Common Stock that the Company proposes to sell, or (iiy) second, in the Registrable Shares requested to be included in such registrationcase of a secondary registration on behalf of a Shareholder, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned 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 each such Holderthem as of the date hereof (as adjusted by the Adjustments), and (iii) third, any pro rata among other securities requested to be shares included in such registration. If as a result Piggyback Registration, in each case according to the total number of shares of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has Common Stock requested to be so includedfor inclusion by said selling stockholders, such Holder may withdraw such Holder’s request to include Registrable Shares or in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested other proportions as shall mutually be agreed to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationstockholders.

Priority on Piggyback Registrations. (a) If a the Piggyback Registration is an underwritten Underwritten Offering, the Company shall use its reasonable best efforts to cause the managing underwriter of that proposed offering to permit the Trust, to the extent it has requested that Registrable Securities be included in the Piggyback Registration to include all such Registrable Securities on the same terms and was initiated by conditions as the registration of the Company’s securities. Notwithstanding the foregoing, and if the managing underwriter of such Underwritten Offering advises the Company and the Trust in writing that, in its view, the total amount of shares of New Common Stock that the inclusion Company, the Trust and any Other Stockholders propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of Registrable Shares requested to be the securities included in such Underwritten Offering, then: (i) if such Piggyback Registration is a primary registration by the Registration Statement would cause an Adverse EffectCompany for its own account, the Company shall include in such registration statement Piggyback Registration: (iA) first, up to the full amount of securities to be offered by the Company proposes to sell, Company; (iiB) second, (1) up to the Registrable Shares full amount of New Common Stock requested to be included in such registrationPiggyback Registration by the Trust pursuant to Section 5.1 of this Agreement and the Qualified Holder Registrable Securities of the Holders that they request to be included in such Piggyback Registration pursuant to Section 5.1 of the Investor Registration Agreement, allocated among the Trust and the participating Holders on a Pro Rata Basis; (C) third, up to the full amount of any other Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders of participating in such Registrable Shares Piggyback Registration, on the basis of the number of Holder Registrable Shares owned Securities requested to be included therein by each such Holder, ; and (iiiD) thirdfourth, any other up to the full amount of securities requested to be included in such registration. If as a result Piggyback Registration by any Other Stockholders (other than the Investors) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Investors) so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including pricing) of the provisions of this Section 2.2.2(a) any Holder securities included in such Underwritten Offering; provided, that the Trust shall not be entitled allowed to include all Registrable Shares in such Piggyback Registration a minimum number of shares of New Common Stock equal to at least the lesser of (x) 25% of the number of shares of New Common Stock covered by such registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request and (y) the number of shares of New Common Stock it requests to include Registrable Shares in such registration statement.registration; and (bii) If a if such Piggyback Registration is an underwritten offering and was initiated by a security holder secondary registration for the account of holders of securities of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement registration: (iA) first, up to the full amount of securities of the Persons exercising “demand” registration rights requested to be included therein by therein; (B) second, up to the security holders requesting such registration and the Registrable Shares full amount of shares of New Common Stock requested to be included in such registrationPiggyback Registration by the Trust pursuant to Section 5.1 of this Agreement and the Qualified Holder Registrable Securities of the Holders that they request to be included in such Piggyback Registration pursuant to Section 5.1 of the Investor Registration Agreement, allocated among the Trust and such Holders on a Pro Rata Basis; (C) third, up to the full amount of any other Holder Registrable Securities held by any Holders requested to be included therein allocated pro rata among the holders of Holders participating in such securities Piggyback Registration, on the basis of the number of securities owned Holder Registrable Securities requested to be included therein by each such holderHolder; (D) fourth, up to the full amount of securities proposed to be included in the registration by the Company; and (iiE) secondfifth, any other up to the full amount of securities requested to be included in such registration Piggyback Registration by the Other Stockholders (including other than the participating Holders) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the participating Holders) so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold for without adversely affecting the account success of such Underwritten Offering; provided, that the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder Trust shall not be entitled allowed to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect a minimum number of a Piggyback Registration hereunder unless such Holder shares of New Common Stock equal to at least the lesser of (x) agrees to sell 25% of the number of shares of New Common Stock covered by such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company registration and (y) completes and executes all questionnaires, powers the number of attorney, indemnities, underwriting agreements and other documents, each shares of New Common Stock it requests to include in customary form, reasonably required such registration. The rights of the Trust under the terms of such underwriting arrangements; provided, however, that no such Holder this Section 5.2(ii) shall be required subject to make any representations or warranties in connection with any such registration other than representations the provisions of Section 4.1(h) and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liensSection 4.4(b), claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationif applicable.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten Underwritten Offering and the Managing Underwriters advise the party or parties initiating such offering and was initiated by in writing (a copy of which writing shall be provided to the Company, and if Holders) that in their good faith judgment the managing underwriter advises the Company that the inclusion number of Registrable Shares securities requested to be included in such registration exceeds the Registration Statement would cause an Adverse Effectnumber which can be sold in such offering without materially and adversely affecting the marketability of the offering, then any such 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 registration statement offering, (i) first, the securities the Company 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, (A) the Registrable Shares requested Securities to be included in such registrationregistration by the Holders and the holders of Registrable Securities (as defined in the Investor 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 of and such Registrable Shares other holders), based on the basis of the number amount of Registrable Shares owned by each such Holder, Securities and (iii) third, any 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 registration. If as other basis mutually agreed among them), (y) if a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included Securities (as defined in the Registration Statement would cause an Adverse EffectInvestor Rights Agreement) has initiated such offering, the Company shall include in such registration statement (i) first, the securities the holders under the Investor 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 security holders requesting underwriters as aforesaid, all such registration 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 Registrable Shares amount of securities requested to be included in therein, and (z) if a party other than the Company or a holder under the Investor Rights Agreement initiated such registrationoffering, pro rata among (i) first, the holders of securities such securities on the basis of the number of securities owned by each such holderother 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 registration by the Holders, the holders of Registrable Securities as defined in the Investor Rights Agreement and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, with such additional securities to be included on a pro rata basis (or in such other basis mutually agreed among the Company, the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementtherein. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering offering, by or through one or more underwriters of recognized standing and was initiated by the Company, and if the managing underwriter advises underwriters advise the Company 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 inclusion number of Registrable Shares securities requested to be included in such registration exceeds the Registration Statement would cause an Adverse Effectnumber which can be sold in such offering without materially and adversely affecting the marketability of the offering, the Company then any such registration shall include the maximum number of shares which such managing underwriters advise can be sold in such registration statement offering allocated as follows: (i) first, the securities the Company proposes party or parties initiating such offering propose to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, (x) if the Company has initiated such offering, the Registrable Securities to be included in such registration by the Holders and securities of other holders of registration rights under the Holding Stockholders Registration Rights Agreement, with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so includedtherein, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration if a party other than representations and warranties as the Company initiated such offering (subject to (iSection 3(b)(i) such Holder’s ownership of his or its Registrable Shares above), securities proposed to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that by the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited toCompany, the net Registrable Securities to be included in such registration by the Holders and securities of other holders of registration rights under the Holding Stockholders Registration Rights Agreement, with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among the Company, the Holders and such other holders), based on the amount received by such Holder from the sale of his or its Registrable Shares pursuant Securities and other securities requested to such registrationbe included therein.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering registration and was initiated by the Company, and if the managing underwriter underwriter(s) for the offering advises the Company General Partner in writing that in its opinion the inclusion number of shares of Qualified Registrable Shares Securities requested or proposed to be included in such registration exceeds the Registration Statement would cause an Adverse Effectnumber which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the Company shall General Partner will include in such registration statement (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the Company proposes General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to sell, (iisuch Qualified Registrable Securities) second, who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Registrable Shares Holders which such holders have duly requested to be included in such registrationPiggyback Registration, pro rata among in each case in accordance with the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iiiagreement(s) third, any other securities requested with respect to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering rights between the General Partner and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, holders; and (ii) second, any other to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such registration (including Piggyback Registration pursuant to Section 5.2 and any other securities to be sold for the account of the Company). If as a result of General Partner held by persons other than the provisions of this Section 2.2.2(b) any Holder shall not be entitled Holders having rights to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares participate in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless which are non-preferential to the Holders, pro rata among all such Holder (x) agrees to sell such Holder’s Registrable Shares holders on the basis provided in any underwriting arrangements approved of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares holder to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationincluded therein.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if The Company shall use reasonable efforts to cause the managing underwriter advises the Company that the inclusion or underwriters of a proposed underwritten offering to permit holders of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effectregistration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the 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 shall and any other Persons having rights to participate in such registration, intend to include in such registration statement offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) first, for the securities the Company proposes to sell, account of holders of Registrable Securities and (ii) secondfor 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 underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Shares Securities requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effectby such holders. Notwithstanding anything contained herein to the contrary, the Company shall include in such registration statement hereby agrees that (i) firstany Piggyback Registration shall contain all language (including, without limitation, on the Prospectus cover page, the securities requested to be included therein by the security holders requesting such registration principal stockholders’ table and the plan of distribution) as may be reasonably requested by a holder of Registrable Shares requested Securities to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, allow for a Partner Distribution and (ii) secondthe Company shall, at the reasonable request of any other securities requested holder of Registrable Securities seeking to be 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 in the initial Registration Statement, or revise such registration (including securities to be sold for the account language if deemed reasonably necessary by such holder of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority Securities to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationPartner Distribution.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering Underwritten Offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a2.2(ii)(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering Underwritten Offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b2.2(ii)(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s 's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s 's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s 's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a In the event that the Piggyback Registration is includes an underwritten offering and was initiated by offering, the Company, and registration rights provided in Section 3.01(a) shall be subject to the condition that if the managing underwriter advises or underwriters of a Piggyback Registration advise the Company that in its opinion the inclusion number of Registrable Shares requested Securities proposed to be included sold in such Piggyback Registration exceeds the Registration Statement would cause an Adverse Effectnumber that can be sold without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, the Company shall and the Stockholders, as the case may be, will include in such registration statement only the number of Registrable Securities which, in the opinion of such underwriter or underwriters, can be sold in such offering without such adverse effect. The Registrable Securities so included in such Piggyback Registration (unless it is a Demand Registration) shall be apportioned as follows: (i) first, the securities to any shares of Common Stock that the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, sell and (ii) second, any other securities requested to be pro rata among shares of the Registrable Securities included in such registration (including securities Piggyback Registration, in each case according to be sold for the account total number of shares of the Company). If as a result of Registrable Securities requested for inclusion by the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so includedPiggyback Holder, such Holder may withdraw such Holder’s request to include Registrable Shares or in such registration statement. 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 (ce.g., the exclusion of members of management) No Holder may participate in as to all or any registration statement in respect portion of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such HolderStockholder’s Registrable Shares on the basis provided in any underwriting arrangements approved by Securities, the Company shall so advise such Stockholder(s) and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms or such portion of such underwriting arrangements; provided, however, that no such Holder Stockholder’s Registrable Securities shall be required to make any representations or warranties in connection with any excluded from such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received extent determined by such Holder from the sale of his or its Registrable Shares pursuant to such registrationunderwriter.

Priority on Piggyback Registrations. If, in connection with a Piggyback Registration, any managing underwriter (a) If a or, if such Piggyback Registration is not an underwritten offering 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 was initiated 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 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 if the managing underwriter advises the Company that the inclusion such Persons being “Other Demanding Sellers”), any holders of Registrable Shares requested Securities 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 in the Registration Statement would cause an Adverse Effectsold pursuant thereto, then the Company shall include in such the registration statement applicable to such Piggyback Registration only such securities as the Company, the Other Demanding Sellers, and the Piggyback Sellers are so advised by such underwriter can be sold without such an effect (the “Maximum Piggyback Number”), as follows and in the following order of priority: (i) if the Piggyback Registration is an offering on behalf of the Company and not any Person exercising Other Demand Rights (whether or not other Persons seek to include securities therein pursuant to “piggyback” or other incidental or participatory registration rights) (a “Primary Offering”), then (A) first, the such number of securities to be sold by the Company proposes to sellas the Company, in its reasonable judgment and acting in good faith, shall have determined, and (iiB) second, if the Registrable Shares requested number of securities to be included in such registrationunder clause (A) above is less than the Maximum Piggyback Number, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned Securities sought to be registered by each such HolderPiggyback Seller, and (iii) third, any other securities requested pro rata in proportion to the number of Registrable Securities sought to be included registered by all the Piggyback Sellers pro rata in such registration. If as a result of proportion to the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested Securities sought to be so includedregistered by all the Piggyback Sellers and all other proposed sellers, such Holder may withdraw such Holder’s request which in the aggregate, when added to include Registrable Shares in such registration statement.the number of securities to be registered under clause (A) above, equals the Maximum Piggyback Number; and (bii) If a if the Piggyback Registration is an underwritten offering and was initiated other than pursuant to a Primary Offering, then (A) first, such number of securities sought to be registered by a security holder of the Company, if applicable, and if the managing underwriter advises the Company each Other Demanding Seller and any Stockholder that the inclusion of Registrable Shares has requested rights pursuant to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (iSection 2.2(a) first, the securities requested above and become a Notice Stockholder pursuant to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registrationSection 2.2(b) above, pro rata among the holders of such securities on the basis of in proportion to the number of securities owned sought to be registered by each all such holderOther Demanding Sellers, Stockholders and (iiB) second, any other if the number of securities requested to be included under clause (A) above is less than the Maximum Piggyback Number, the number of Registrable Securities sought to be registered by each Piggyback Seller, pro rata in such registration (including proportion to the number of Registrable Securities sought to be registered by all the Piggyback Sellers and all other proposed sellers, which in the aggregate, when added to the number of securities to be sold for registered under clause (A) above, equals the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementMaximum Piggyback Number. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a Piggyback Registration is an proposed underwritten offering to include all Registrable Securities requested by Holders under this Section on the same terms and was initiated by conditions as any other shares of Common Stock of the CompanyCompany included therein. Notwithstanding the foregoing, and if the managing underwriter advises or underwriters of such underwritten offering have informed the Company in writing that in its or their view the total number of shares or dollar amount of Common Stock that the inclusion 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 Registrable Shares requested to such offering, then the number of 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 Registration Statement would cause an Adverse Effectfollowing order: First, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders shares of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold Common Stock being offered for the account of the Company). If as a result ; Second, the Investor Securities, pro rata based on the number of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has Investor Securities requested to be so includedincluded by Holders thereof; Third, the Management Securities, pro rata based on the number of Management Securities requested to be included by the 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-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 may withdraw to effect such Holder’s request Partner Distribution. Notwithstanding anything herein to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement the contrary, in respect of a Piggyback Registration hereunder unless such any offering contemplated herein (whether under Section 2, Section 3 or otherwise) no Holder or any of its affiliates (x) agrees to sell such Holder’s Registrable Shares on other than the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnairesCompany), powers of attorneyofficers, indemnitiesdirectors, underwriting agreements and other documentspartners, each in customary formmembers, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder stockholders or representatives shall be required 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 any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationoffering).

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated the Registrable Securities requested to be included in the registration statement by any Stockholder differ from the type of securities proposed to be registered by the CompanyCompany and the managing underwriter advises the Company that due to such differences the inclusion of such Registrable Securities would cause a Material Adverse Effect, then (1) the number of such Stockholder's or Stockholders' Registrable Securities to be included in the Registration Statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (2) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such registration statement provided no other securities of such type are included and if offered for the account of any other person or entity in such registration statement. Any partial reduction in the number of Registrable Securities to be included in the registration statement pursuant to clause (1) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Stockholder's requested securities bears to the total number of Shares requested to be included in such registration statement by all persons or entities (including Requesting Stockholders) who have requested (pursuant to contractual registration rights) that their securities be included in such registration statement. If the Registrable Securities requested to be included 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 Shares requested to be included in the Registration Statement Securities would cause an a Material Adverse Effect, the Company shall will be obligated to include in such registration statement (i) firststatement, as to each Stockholder, only a portion of the Registerable Securities such Stockholder has requested be registered equal to the ratio which such Stockholder's requested securities bears to the Company proposes to sell, (ii) second, the Registrable total number of Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned registration statement by each such Holder, and all persons or entities (iiiincluding Requesting Stockholders) third, any other who have requested (pursuant to contractual registration rights) that their securities requested to be included in such registrationregistration statement. If as a result of the provisions of this Section 2.2.2(a2(c)(ii) any Holder Stockholder shall not be entitled to include all Registrable Shares Securities in a registration that such Holder Stockholder has requested to be so included, such Holder Stockholder may withdraw such Holder’s Stockholder's request to include Registrable Shares Securities in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If any of the Registrable Securities to be registered pursuant to the registration giving rise to rights under this Section 4 are to be sold in an underwritten offering, the Corporation shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities who have submitted a Piggyback Registration is an underwritten Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and was initiated by conditions as any other interests, if any, of the CompanyCorporation included in the offering. Notwithstanding the foregoing, and if the managing underwriter advises or underwriters of such underwritten offering advise the Company Corporation in writing that, in their good-faith opinion, the total number or dollar amount of securities proposed to be sold in such offering exceeds the total number or dollar amount of such securities that can be sold without adversely affecting the inclusion price, timing or distribution of Registrable Shares requested the securities to be included in the such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement would cause an Adverse Effectpursuant to incidental or piggyback registration rights, the Company “Other Securities”), then there shall include be included in such registration statement underwritten offering the number or dollar amount of securities that in the opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering (such reduction in the number of Registrable Securities to be included in such underwritten offering, the “Piggyback Cutback”), and such number of Registrable Securities shall be allocated as follows: (i) first, all securities proposed to be sold by the securities the Company proposes to sell, Corporation for its own account; (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities Securities requested to be included in such registration (including securities pursuant to be sold for Section 4, pro rata among such holders on the account basis of the Company). If as a result percentage of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has Securities requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares included in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless Statement by such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangementsholders; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) third, all Other Securities requested to be included in such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationRegistration Statement.

Priority on Piggyback Registrations. (a) If The Corporation shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Holders who have submitted a Piggyback Registration is an underwritten Response in connection with such offering to include in such offering all Registrable Securities constituting Conversion Stock included in each Holder’s Piggyback Response on the same terms and was initiated by conditions as any other shares of Common Stock, if any, of the CompanyCorporation included in such offering. Notwithstanding the foregoing, and if the managing underwriter advises or underwriters of such underwritten offering have informed the Company Corporation that it is their good faith opinion that the inclusion total amount of Registrable Shares requested securities that such Holders, the Corporation and any other Persons having rights to participate in such registration, intend to include in such offering exceeds the number that can be sold in such offering without adversely affecting the success of such offering, then there shall be included in such offering the Registration Statement would cause an Adverse Effectnumber or dollar amount of such securities that in the good faith opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, the Company and such number of securities shall include in such registration statement be allocated as follows: (i) first, to the securities Investors up to the Company proposes to sellPriority Amount, (ii) second, Registrable Securities constituting Conversion Stock which shall be allocated among the Investors pro rata on the basis of the number of such shares of Registrable Shares Securities constituting Conversion Stock requested to be included in such registrationRegistration Statement (including pursuant to the second to last sentence of this Section 4(b)) by each Investor; (ii) second, to the Investors, the Sponsor and the Other Stockholders, the number of Registrable Securities requested by such Investors, the Sponsor and the Other Stockholders to be included in such Registration Statement, which shall be allocated pro rata among the Holders of such Registrable Shares them on the basis of the number of Registrable Shares owned by Securities each such Holder, and Person requested to include in such offering; (iii) third, to the Corporation, the number of shares of Common Stock requested by the Corporation (as the case may be) for inclusion in such offering; and (iv) fourth, to any other securities Persons entitled to participate in such Registration Statement, the number of Registrable Securities requested by such Persons to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder Registration Statement, which shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, allocated pro rata among the holders of such securities them on the basis of the number of securities owned by Registrable Securities each such holderPerson requested to include in such offering; provided, and however, if the Corporation initiated the process to sell Common Stock in a Public Offering (including in respect of an Initial Follow-On Public Offering), clause (ii) above will become “third” in the hierarchy, and clause (iii) above will become “second.” For purposes of any underwriter cutback in this Agreement, any other securities all Registrable Securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) Registration Statement by any Holder shall not also include any Registrable Securities requested to be entitled to include all Registrable Shares in a registration included by any Permitted Transferees of such Holder and their respective Affiliates; provided, that such Holder has requested and its Permitted Transferees and their respective Affiliates shall be deemed to be so included, such Holder may withdraw such a single selling Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.pro rata reduction

Priority on Piggyback Registrations. (a) If a In the event that the Piggyback Registration is includes an underwritten offering offering, the Company shall so advise the Stockholders as part of the written notice given pursuant to Section 8.01(a) and was initiated by the Company, and registration rights provided in Section 8.01(a) shall be subject to the condition that if the managing underwriter advises or underwriters of a Piggyback Registration advise the Company that in its opinion the inclusion number of Registrable Shares requested Securities proposed to be 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, in the opinion of such underwriter or underwriters can be sold in such offering without such adverse 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 Registration Statement would cause 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 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 Adverse Effectunderwritten offering, the Company shall include in so advise such registration statement (iStockholder(s) first, the securities the Company proposes to sell, (ii) second, the Registrable and such Stockholder’s Ordinary Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder excluded from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by The Corporation will cause the Company, and if the ----------------------------------- managing underwriter advises or underwriters of a proposed Underwritten Offering to permit the Company Stockholders that the inclusion of have requested Registrable Shares requested Securities to be included in the Piggyback Registration Statement would cause an Adverse Effectfor such offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company shall Corporation included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Corporation and the selling Stockholder or Stockholders that the total amount of securities that the Corporation, such Stockholders and any other persons having rights to participate in such Piggyback Registration ("Other Stockholders") propose to include in such offering is such as to materially and adversely affect the success of such Underwritten Offering, then: (a) if such Piggyback Registration is a primary registration statement by the Corporation for its own account, the Corporation will include in such Piggyback Registration: (i) first, all securities to be offered by the securities the Company proposes to sell, Corporation and (ii) second, up to the Registrable Shares requested to be included in such registration, pro rata among the Holders full amount of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result Piggyback Registration by the Stockholders and Other Stockholders having rights to participate in such Piggyback Registration (allocated pro rata among such Stockholders and Other Stockholders on the basis of the provisions amount of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by each such Stockholder or Other Stockholder) so that the security holders requesting such registration and the Registrable Shares requested total amount of securities to be included in such registrationUnderwritten Offering is the full amount that, pro rata among in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering; and (b) if such Piggyback Registration is an underwritten secondary registration for the account of holders of such securities on the basis of the number Corporation, the Corporation will include in such registration: (i) first, all securities of securities owned by each the persons exercising "demand" registration rights requested to be included therein (including without limitation the person who demands registration and any persons who are entitled to participate in such holder, Piggyback Registration pursuant to the same agreement as the person demanding such registration) and (ii) second, any other up to the full amount of securities requested to be included in such registration Piggyback Registration by the Stockholders and Other Stockholders having rights to participate in such Piggyback Registration (including allocated pro rata among such Stockholders and Other Stockholders on the basis of the amount of securities requested to be included therein by each such Stockholder or Other Stockholder) so that the total amount of securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares included in such registration statement. (c) No Holder may participate Underwritten Offering is the full amount that, in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms written opinion of such underwriting arrangements; providedmanaging underwriter or underwriters, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to can be sold or transferred free without materially and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that adversely affecting the obligation success of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationUnderwritten Offering.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if The Company will cause the managing underwriter advises the Company that the inclusion or underwriters of a proposed Underwritten Offering to permit Holders holding Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effect, registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company shall included therein (other than the indemnification by the Holders, which will be limited as set forth in Section 7 hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Holders to the effect that the total amount of securities that such Holders and the Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration statement (i) first, and subject to the securities provisions of Section 2(c), if applicable, the Common Stock of the Person who has demanded such registration, if any, (ii) second, 100% of the Common Stock the Company proposes to sell, and (iiiii) secondthird, to the extent of the number of Registrable Securities requested to be included in such registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Shares Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among the all requesting Holders of such Registrable Shares on the basis of the relative number of Registrable Shares owned Securities then held by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result No registration of the provisions of Registrable Securities effected under this Section 2.2.2(a) any Holder 3 shall not be entitled relieve the Company of its obligation to include all Registrable Shares in effect a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify Securities pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationSection 2 hereof.

Priority on Piggyback Registrations. (a) If The Corporation shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit holders of Registrable Securities who have submitted a Piggyback Registration is an underwritten Notice in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Notice on the same terms and was initiated by conditions as any other shares of Corporation Securities, if any, of the CompanyCorporation included in the offering. Notwithstanding the foregoing, and if the managing underwriter advises or underwriters of such Underwritten Offering have informed the Company Corporation in writing that it is their good faith opinion that the inclusion total amount of Registrable Shares requested Corporation Securities that such holders, the Corporation 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 Corporation Securities to be offered in such registration shall be reduced to the extent necessary to reduce the total amount of Corporation Securities to be included in such offering to the Registration Statement would cause an Adverse Effect, the Company shall include amount recommended by such managing underwriter or underwriters and allocating such Corporation Securities to be included in such registration statement offering: (i) in respect of any such proposed Underwritten Offering resulting from an Arena/Xxxxxx Demand Registration, (A) first, pro rata among the securities Institutional Holders on the Company proposes to sell, basis of the percentage of Corporation Securities (iion an as-converted basis) second, the Registrable Shares requested to be included in such registrationRegistration Statement by such Institutional Holders, (B) second, pro rata among the Holders any holders of such Registrable Shares Merger Consideration Securities on the basis of the number percentage of Registrable Shares owned by each such Holder, and Corporation Securities (iiion an as-converted basis) third, any other securities requested to be included in such registration. If as a result Registration Statement by such holders, (C) third, pro rata among any holders of Registrable Securities and any other Registration Rights Holders (other than the Institutional Holders and holders of Merger Consideration Securities) on the basis of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder percentage of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause Corporation Securities (on an Adverse Effect, the Company shall include in such registration statement (ias-converted basis) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such Registration Statement by such holders, (D) fourth, to such Corporation Securities for which inclusion in such Registration Statement was requested by the Corporation and (E) fifth, pro rata among any other Persons having rights to participate in such offering and requesting such registration, on the basis of the percentage of the Corporation Securities (on an as-converted basis) requested to be included in such Registration Statement by such Persons; (ii) in respect of any such proposed Underwritten Offering resulting from a Sageview Demand Registration (A) first, pro rata among the Institutional Holders on the basis of the percentage of Corporation Securities (on an as-converted basis) requested to be included in such Registration Statement by such Institutional Holders, (B) second, pro rata among any holders of Merger Consideration Securities on the basis of the percentage of Corporation Securities (on an as-converted basis) requested to be included in such Registration Statement by such holders, (C) third, pro rata among any holders of Registrable Securities and any other Registration Rights Holders (other than the Institutional Holders and holders of Merger Consideration Securities) on the basis of the percentage of the Corporation Securities (on an as-converted basis) requested to be included in such Registration Statement by such holders, (D) fourth, to such Corporation Securities for which inclusion in such Registration Statement was requested by the Corporation and (E) fifth, pro rata among any other Persons having rights to participate in such offering and requesting such registration, on the basis of the percentage of the Corporation Securities (on an as-converted basis) requested to be included in such Registration Statement by such Persons; (iii) in respect of any such proposed Underwritten Offering resulting from a Merger Demand Registration (A) first, pro rata among the holders of such securities Merger Consideration Securities and the Institutional Holders on the basis of the number percentage of securities owned by each such holder, and the Corporation Securities (iion an as-converted basis) second, any other securities requested to be included in such registration Registration Statement by such holders, (including securities to be sold for B) second, pro rata among any holders of Registrable Securities and any other Registration Rights Holders (other than the account holders of Merger Consideration Securities and the Institutional Holders) on the basis of the Company). If as a result percentage of the provisions of this Section 2.2.2(bCorporation Securities (on an as-converted basis) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares included in such registration statement.Registration Statement by such holders, (C) third, to such Corporation Securities for which inclusion in such Registration Statement was requested by the Corporation and (D) fourth, pro rata among any other Persons having rights to participate in such offering and requesting such registration, on the basis of the percentage of the Corporation Securities (on an as-converted basis) requested to be included in such Registration Statement by such Persons; (civ) No Holder may participate in any registration statement in respect of any such proposed Underwritten Offering resulting from a Piggyback Third Party Demand Registration hereunder unless such Holder (xA) agrees to sell such Holder’s Registrable Shares first, pro rata among the Third Party Demanders and the Institutional Holders on the basis provided of the percentage of the Corporation Securities (on an as-converted basis) requested to be included in such Registration Statement by such holders, (B) second, pro rata among any underwriting arrangements approved holders of Merger Consideration Securities on the basis of the percentage of Corporation Securities (on an as-converted basis) requested to be included in such Registration Statement by such holders, (C) third, pro rata among any holders of Registrable Securities and any other Registration Rights Holders (other than the Third Party Demanders, the Institutional Holders and holders of Merger Consideration Securities) on the basis of the percentage of the Corporation Securities (on an as-converted basis) requested to be included in such Registration Statement by such holders, (D) fourth, to such Corporation Securities for which inclusion in such Registration Statement was requested by the Company Corporation and (yE) completes fifth, pro rata among any other Persons having rights to participate in such offering and executes all questionnairesrequesting such registration, powers on the basis of attorney, indemnities, underwriting agreements and the percentage of the Corporation Securities (on an as-converted basis) requested to be included in such Registration Statement by such Persons; and (v) in respect of any other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration proposed Underwritten Offering (other than representations and warranties as a Demand Registration), (A) first, to such Corporation Securities for which inclusion in such Registration Statement was requested by the Corporation, (iB) such Holder’s ownership second, pro rata among the Institutional Holders on the basis of his or its Registrable Shares the percentage of the Corporation Securities (on an as-converted basis) requested to be sold or transferred free and clear of all liens, claims, and encumbrancesincluded in such Registration Statement by such holders, (iiC) third, pro rata among any holders of Merger Consideration Securities on the basis of the percentage of Corporation Securities (on an as-converted basis) requested to be included in such Holder’s power Registration Statement by such holders, (D) fourth, pro rata among any holders of Registrable Securities and authority any other Registration Rights Holders (other than the Institutional Holders and holders of Merger Consideration Securities) on the basis of the percentage of the Corporation Securities (on an as-converted basis) requested to effect be included in such transfer, Registration Statement by such holders and (iiiE) fifth, pro rata among any other Persons having rights to participate in such matters pertaining offering and requesting such registration, on the basis of the percentage of the Corporation Securities (on an as-converted basis) requested to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of included in such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received Registration Statement by such Holder from the sale of his or its Registrable Shares pursuant to such registrationPersons.

Priority on Piggyback Registrations. If, in connection with a Piggyback Registration, any managing underwriter (a) If a or, if such Piggyback Registration is not an underwritten offering and was initiated offering, a nationally recognized independent underwriter selected by the Company, Corporation (reasonably acceptable to Fund IV and if whose fees and expenses shall be borne solely by the managing underwriter Corporation)) advises the Company that Corporation and the inclusion holders of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested Securities sought to be included in such registrationPiggyback Registration, pro rata among that, in its opinion, the Holders inclusion of such Registrable Shares on all the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested sought to be included in such registration. If as a result Piggyback 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 registration (such demand rights being "Other Demand Rights" and such Persons being "Other Demanding Sellers"), any holders of Registrable Securities 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 provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested securities sought to be 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 includedadvised by such underwriter can be sold without such an effect (the "Maximum Piggyback Number"), such Holder may withdraw such Holder’s request to include Registrable Shares as follows and in such registration statement.the following order of priority: (bi) If a if the Piggyback Registration is an underwritten offering and was initiated by a security holder on behalf of the CompanyCorporation and not any Person exercising Other Demand Rights (whether or not other Persons seek to include securities therein pursuant to so-called "piggyback" or other incidental or participatory registration rights) (a "Primary Offering"), and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement then (iA) first, the such number of securities requested to be included therein sold by the security holders requesting such registration Corporation as the Corporation, in its reasonable judgment and the Registrable Shares requested to be included acting in such registrationgood faith and in accordance with sound financial practice, pro rata among the holders of such securities on the basis of shall have determined, and (B) second, if the number of securities owned to be included under clause (A) above is less than the Maximum Piggyback Number, the number of Registrable Securities sought to be registered by each such holderPiggyback Seller, pro rata in proportion to the number of Registrable Securities sought to be registered by all the Piggyback Sellers and all other proposed sellers, which in the aggregate, when added to the number of securities to be registered under clause (A) above, equals the Maximum Piggyback Number; and (ii) if the Piggyback Registration is an offering other than pursuant to a Primary Offering, then (A) first, such number of securities sought to be registered by each Other Demanding Seller, pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers and (B) second, any other if the number of securities requested to be included under clause (A) above is less than the Maximum Piggyback Number, the number of Registrable Securities sought to be registered by each Piggyback Seller, pro rata in such registration (including proportion to the number of Registrable Securities sought to be registered by all the Piggyback Sellers and all other proposed sellers, which in the aggregate, when added to the number of securities to be sold for registered under clause (A) above, equals the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementMaximum Piggyback Number. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a the Piggyback Registration is an underwritten offering and was initiated by Underwritten Offering, the Company, and if Company shall use its reasonable best efforts to cause the managing underwriter advises of that proposed offering to permit the Company Holders that the inclusion of have requested Registrable Shares requested Securities to be included in the Piggyback Registration Statement would cause an Adverse Effectto include all such Registrable Securities on the same terms and conditions as the registration of the Company’s securities. Notwithstanding the foregoing, if the managing underwriter of such Underwritten Offering advises the Company and the Selling Holders in writing that, in its view, the total amount of shares of Common Stock that the Company, such Holders and any Other Stockholders propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such Underwritten Offering, then: (i) if such Piggyback Registration is a primary registration by the Company for its own account, the Company shall include in such registration statement Piggyback Registration: (iA) first, up to the full amount of securities to be offered by the Company proposes to sell, Company; (iiB) second, up to the full amount of Qualified Registrable Shares Securities requested to be included in such registrationPiggyback Registration by the Holders pursuant to Section 5.1 hereof, allocated pro rata among the Holders of such Registrable Shares participating Holders, on the basis of the number of Registrable Shares owned Securities requested to be included therein by each such Holder, and ; (iiiC) third, up to the full amount of any other Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Piggyback Registration, on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (D) fourth, up to the full amount of securities requested to be included in such registration. If as a result Piggyback Registration by any Other Stockholders in accordance with the priorities, if any, then existing among the Company and the Other Stockholders so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including pricing) of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares securities included in such registration statement.Underwritten Offering; and (bii) If a if such Piggyback Registration is an underwritten offering and was initiated by a security holder secondary registration for the account of holders of securities of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement registration: (iA) first, up to the full amount of securities of the Persons exercising “demand” registration rights requested to be included therein by therein; (B) second, up to the security holders requesting such registration and the full amount of Qualified Registrable Shares Securities requested to be included in such registrationPiggyback Registration by the participating Holders pursuant to Section 5.1 hereof, allocated pro rata among the holders of such securities Holders on the basis of the number of securities owned Registrable Securities requested to be included herein by each such holderHolder; (C) third, up to a full amount of any other Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Piggyback Registration, on the basis of the number of Registrable Securities requested to be included herein by each such Holder; (D) fourth, up to the full amount of securities proposed to be included in the registration by the Company; and (iiE) secondfifth, any other up to the full amount of securities requested to be included in such registration (including Piggyback Registration by the Other Stockholders in accordance with the priorities, if any, then existing among the Company and the Other Stockholders so that the total amount of securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares included in such registration statement. (c) No Holder may participate Underwritten Offering is the full amount that, in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms view of such underwriting arrangements; providedmanaging underwriter, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to can be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that without adversely affecting the obligation success of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationUnderwritten Offering.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if The Company shall use reasonable efforts to cause the managing underwriter advises the Company that the inclusion or underwriters of a proposed underwritten offering to permit holders of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effectregistration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the 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 number or dollar amount of securities that such holders, the Company shall and any other Persons having rights to participate in such registration, intend to include in such registration statement offering is such as to adversely affect the success of such offering, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (i) first, the securities number of shares of Common Stock proposed to be registered by the Company proposes to sell, Company; and (ii) second, among the other holders of Registrable Securities on the basis of the percentage of the Registrable Shares requested Securities owned directly or indirectly by each such Shareholder or other Person pro rata relative to the number of Registrable Securities owned directly or indirectly by all such Persons. For purposes of any underwriter cutback, all Registrable Securities held by any Shareholder shall also include any Registrable Securities held by the shareholders or Affiliates of such holder, or the estates and family members of any such holder, any trusts for the benefit of any of the foregoing persons and, at the election of such holder or such trusts or Affiliates, any charitable organization, in each case to which any of the foregoing shall have distributed, transferred or contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other persons shall be deemed to be a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If The Piggyback Registration rights provided for in this Section 1 shall be subject to the right of the Corporation and the underwriters of any Public Offering, in view of market conditions and in their reasonable and good faith opinion, to reduce the number of securities proposed to be registered in any offering; provided that to the extent Executive requests to participate in a Piggyback Registration, Executive’s Registrable Securities shall not be reduced until all of the Registrable Securities participating in such Piggyback Registration is an underwritten offering are reduced and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested Securities to be included in the Registration Statement would cause an Adverse Effect, the Company shall include registered in such registration statement Piggyback Registration shall be reduced in accordance with the following allocation: (i) first, all securities proposed to be sold by the securities Corporation, if such registration is one that is an underwritten Public Offering initiated by the Company proposes to sell, Corporation for its account; (ii) second, the all Registrable Shares Securities requested to be included in such registrationPiggyback Registration by holders of Demand Registration rights and Other Priority Holders, pro rata among the such holders of Demand Registration rights and Other Priority Holders of such Registrable Shares on the basis of the number percentage of the Registrable Shares owned by each such Holder, and (iii) third, any other securities Securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that Piggyback Registration by such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement.holders; and (biii) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Companythird, and if the managing underwriter advises the Company that the inclusion of all other Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares Securities requested to be included in such registration, Piggyback Registration pro rata among the all such other holders of such securities on the basis of the number percentage of securities owned by each such holder, and (ii) second, any other securities the Registrable Securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration offering by such other holders; provided that such Holder has requested to be so included, such Holder Executive may withdraw such HolderExecutive’s request to include Registrable Shares for inclusion in such registration statement. (c) No Holder may participate in Piggyback Registration at any time prior to executing the underwriting agreement or, if none, prior to the applicable registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationbecoming effective.

Priority on Piggyback Registrations. (a) If The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Purchasers that requested their Registrable Securities to be included in the Piggyback Registration is an underwritten for such offering to include therein all Registrable Securities requested to be so included in the Piggyback Registration on the same terms and was initiated by conditions as any similar securities, if any, of the CompanyCompany included therein. Notwithstanding the foregoing, and if the managing underwriter advises or underwriters of the offering deliver an opinion to the Company and Purchasers to the effect that the inclusion total amount of securities which Purchasers, the Company and any other Persons having rights to participate in that registration propose to include in the Underwritten Offering exceeds the number of securities that can be sold in such offering without materially and adversely affecting such offering, then: (i) if the registration is a primary registration on behalf of the Company, the Company will include therein (x) first, up to the full amount of securities the Company proposes to sell that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent that the number of securities to be offered by the Company is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Shares Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among all Purchasers requesting inclusion in such offering on the basis of the relative number of Registrable Securities requested by each such Purchaser), and (z) third, to the extent that the number of securities to be offered by the Company and the number of Registrable Securities requested to be included in such registration pursuant to Section 4(a) hereof are, in the Registration Statement would cause an Adverse Effectaggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than the Company shall include and Purchasers) which can be sold in such registration statement offering without materially and adversely affecting such offering (i) firstprovided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the Company proposes to sell, (ii) second, basis of the Registrable Shares relative number of securities each such Person has requested to be included in such registration); and (ii) if the registration is an underwritten secondary registration on behalf of holders of securities of the Company other than Purchasers, the Company will include therein: (x) first, up to the full number of securities of the Persons exercising "demand" registration rights that, in the opinion of the managing underwriter or underwriters, can be sold in such offering without materially and adversely affecting such offering, (y) second, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights is less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of shares of Registrable Securities requested to be sold for the account of Purchasers which can be sold in such offering without materially and adversely affecting such offering (provided that if the number of such Registrable Securities requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of Registrable Securities to be included in such registration shall be allocated pro rata among the Holders of all Purchasers requesting inclusion in such Registrable Shares offering on the basis of the relative number of Registrable Shares owned Securities requested by each such HolderPurchaser), and (iiiz) third, to the extent the number of securities to be offered by such Persons exercising "demand" registration rights and the number of Registrable Securities requested to be included in such offering pursuant to Section 4(a) hereof are, in the aggregate, less than the number of securities which can be sold in such offering without materially and adversely affecting such offering, such number of securities proposed to be sold for the account of any other Person (other than such Persons exercising "demand" rights and Purchasers) which can be resold without materially and adversely affecting such offering (provided that if the number of such securities of such other Persons requested to be registered exceeds the number of securities which can be sold in such offering without materially and adversely affecting such offering, then the number of securities of such other Persons shall be allocated pro rata among all such Persons on the basis of the relative number of securities each such Person has requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement). (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (ai) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises underwriters advise the Company that the inclusion of Registrable Shares or other securities requested to be included in the Registration Statement registration statement would cause an Adverse Effect, then the Company shall be required to include in such registration statement statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (iA) first, the securities the Company proposes to sell, ; (iiB) second, the Registrable Shares requested to be included in such registration by any Holder thereof together with any other securities requested to be included by any other holders of piggyback registration rights in such registration, pro rata among the such Holders and such other holder of such Registrable Shares piggyback registration rights on the basis of the number of Registrable Shares owned and such other securities requested to be registered by each such Holder, Holder or each such other holder of piggyback registration rights; and (iiiC) third, any other securities requested to be included in such registration. If If, as a result of the provisions of this Section 2.2.2(a) 2.3(b)(i), any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (bii) If a Piggyback Registration is an underwritten offering and was initiated by a security holder any of the Companyother security holders of the Company (other than as set forth in Section 2.2) (the “Secondary Offering Securityholders”), and if the managing underwriter advises underwriters advise the Company that the inclusion of Registrable Shares and securities held by the Secondary Offering Securityholders and any other holders of piggyback registration rights requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (iA) first, the other securities requested to be included therein by the security holders requesting Secondary Offering Securityholders, pro rata among such registration and Secondary Offering Securityholders on the basis of the number of such other securities requested to be registered by each such Secondary Offering Securityholder; (B) second, the Registrable Shares requested to be included in such registration by any Holder thereof together with any other securities requested to be included by any other holders of piggyback registration rights in such registration, pro rata among the such Holders and such other holders of such securities piggyback registration rights on the basis of the number of Registrable Shares and such other securities owned requested to be registered by each such holder, Holder and each such other holder of piggyback registration rights; and (iiC) secondthird, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If If, as a result of the provisions of this Section 2.2.2(b) 2.3(b)(ii), any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (ciii) Notwithstanding any of the foregoing, the provisions of Sections 2.3(b)(i) and (ii) shall not apply to a Piggyback Registration that is a Shelf Registration. (iv) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements agreement approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, documents reasonably required under the terms of such underwriting arrangementsagreements; provided, however, provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his his, her or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrancesencumbrances created by such Holder, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to such Holder’s compliance with securities laws with respect to the Registrable Shares as may be reasonably requested; provided, further, however, further that the any obligation of such Holder to indemnify any Person pursuant to any such underwriting arrangements agreements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will shall be limited to, to the net amount received by such Holder from the sale of his his, her or its Registrable Shares pursuant to such registrationPiggyback Registration (which amounts shall include the amount of cash or the fair market value of any assets, including Common Stock, received in exchange for the sale or exchange of such Registrable Shares or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net amounts; provided, further that this Section 2.3(b)(iv) shall not require any Holder of Registrable Shares to agree to any lock up agreement, market standoff agreement or holdback agreement other than those permitted by Section 2.5 hereof.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the CompanyCompany or any Holder, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the any securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registrationPiggyback Registration shall be allocated on the following basis: (i) in respect of the first registration (including any Demand Registrations and Piggyback Registrations) following termination of the Holder Lock-Up Period, pro rata among the Registrable Shares of the Holders shall have priority over the securities of any other Persons (including the Company) up to the Proposed Offering Share Amount; further, in the event that the managing underwriter or underwriters provide an Advised Offering Share Amount, such amount shall first include the Registrable Shares on the basis of Holders elect to include in such registration and then, subject to the number of Registrable Shares owned by each such HolderAdvised Offering Share Amount, and (iii) third, include any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result ; (ii) in respect of the provisions of this Section 2.2.2(bnext registration (including any Demand Registrations and Piggyback Registrations) any Holder shall not be entitled immediately following the registration in clause (i) above and in which the Company has elected to include all Registrable Shares securities to be sold for its own account, the shares of Common Stock of the Company shall have priority over the securities of any other Persons (including the Holders) up to the Proposed Offering Share Amount; further, in a the event that the managing underwriter or underwriters provide an Advised Offering Share Amount, such amount shall first include the shares of Common Stock the Company elects to include in such registration that such Holder has and then, subject to the Advised Offering Share Amount, include any other securities requested to be so includedincluded in such registration, such Holder may withdraw such Holder’s request including Registrable Shares to be sold for the account of the Holders; and (iii) except as otherwise set forth in this Agreement, in respect of all registrations (including any Demand Registrations and Piggyback Registrations) other than the registrations described in clauses (i) and (ii) above, Registrable Shares of the Holders, on the one hand, and securities to be sold for the account of the Company, on the other hand, shall, in the event that the Holders and the Company have elected to include their Registrable Shares or shares of Common Stock in such registration statementin accordance with this Agreement, have equal priority over the securities of any other Person and each comprise fifty percent (50%) of the Proposed Offering Share Amount and, if applicable, the Advised Offering Share Amount; further, in respect of the priority between Registrable Shares of the Holders, on the one hand, and the securities to be sold for the account of the Company, on the other hand, each shall comprise fifty percent (50%) of the aggregate shares of Common Stock sold pursuant to such registration, unless otherwise agreed to in writing by each of the Holders and the Company. (cb) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that that: (i) no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (iA) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (iiB) such Holder’s power and authority to effect such transfer, transfer and (iiiC) such matters pertaining to compliance with securities laws as may be reasonably requestedrequested (it being understood that, in a Piggyback Registration, if the lead or managing underwriters in any such registration require any of the provisions identified in clauses (A) through (C) above and any such Holder is unwilling to agree to such provisions, the Company shall be obligated to cooperate with such Holder and use its reasonable best efforts to negotiate in good faith with the lead or managing underwriters to reach a compromise in respect of such requirement but shall not be obligated to continue with the registration of such Holder’s shares if it fails to reach a compromise with the lead or managing underwriters and may continue the registration of any other shares proposed to be included in such registration (including any shares proposed to be sold by the Company)); provided, further, however, that and (ii) the obligation of any such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, to the net amount proceeds received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Companyoffering, and if the managing underwriter advises the Company BBP that the inclusion of Registrable Shares Units requested to be included in the a Registration Statement Statement, Shelf Registration or Prospectus, as applicable, would cause an Adverse Effect, the Company BBP shall only be required to include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included Units in such registration. If Registration Statement, Shelf Registration or Prospectus, as a result of the provisions of this Section 2.2.2(aapplicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as (a) any Holder shall not be entitled to include all Registrable Shares Units in a registration Registration Statement, Shelf Registration or Prospectus that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares Units in such registration statementRegistration Statement, Shelf Registration or Prospectus, as applicable. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement Registration Statement, Shelf Registration or Prospectus, as applicable, in respect of a Piggyback Registration hereunder unless such Holder (xi) agrees to sell such Holder’s Registrable Shares Units on the basis provided in any underwriting arrangements approved by the Company BBP and (yii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (iA) such Holder’s ownership of his or its Registrable Shares Units to be sold or transferred free and clear of all liens, claims, and encumbrances, (iiB) such Holder’s power and authority to effect such transfer, and (iiiC) such matters pertaining to compliance with securities laws applicable Securities Laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable SharesUnits, and the liability of each such Holder will be in proportion tothereto, and provided, further, that such liability will be limited to, to the net amount received by such Holder from the sale of his or its Registrable Shares Units pursuant to such registrationRegistration Statement, Shelf Registration or Prospectus.

Priority on Piggyback Registrations. (a) If a the Piggyback Registration is an underwritten offering and was initiated by Underwritten Offering, the Company, and if Company will cause the managing underwriter advises of that proposed offering to permit the Company Holders that the inclusion of have requested Registrable Shares requested Securities to be included in the Piggyback Registration Statement would cause an Adverse Effectto include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter of such Underwritten Offering advises the Company and the selling Holders that, in its view, the total amount of securities that the Company, such Holders and any Other Holders propose to include in such offering is such as to adversely affect the success of such Underwritten Offering, then: (i) if such Piggyback Registration is a primary registration by the Company for its own account, the Company shall will include in such registration statement Piggyback Registration: (iA) first, all securities to be offered by the securities the Company proposes to sell, Company; (iiB) second, the (1) if Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis Securities constitute 10% or more of the number outstanding securities of Registrable Shares owned by each such Holderany class of equity securities of the Company or class of securities convertible or exercisable into shares of any equity securities of the Company, and (iii) third, any other up to the full amount of securities requested to be included in such registration. If as a result Piggyback Registration by the Holders, or (2) if Registrable Securities constitute less than 10% of the provisions outstanding securities of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder class of equity securities of the Company or class of securities convertible or exercisable into shares of any equity securities of the Company, and if up to the managing underwriter advises the Company that the inclusion full amount of Registrable Shares securities requested to be included in such Piggyback Registration by the Registration Statement would cause an Adverse EffectHolders and any Other Holders having registration rights on a pari passu basis, allocated pro rata among such holders, on the Company shall include in such registration statement (i) first, basis of the amount of securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, ; and (iiC) secondthird, any other up to the full amount of securities requested to be included in such registration (including Piggyback Registration by any Other Holders in accordance with the priorities, if any, then existing among the Company and the Other Holders so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Underwritten Offering; and (ii) if such Piggyback Registration is an underwritten secondary registration for the account of holders of securities of the Company). If as a result , the Company will include in such registration: (A) first, all securities of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a Persons exercising “demand” registration that such Holder has rights requested to be so includedincluded therein; (B) second, up to the full amount of securities proposed to be included in the registration by the Company, (C) third, up to the full amount of securities requested to be included in such Piggyback Registration by the Holders and any Other Holders having registration rights on a pari passu basis, allocated pro rata among such Holders and Other Holders, on the basis of the amount of securities requested to be included therein by each such Holder may withdraw such and Other Holder’s request ; and (D) fourth, up to include Registrable Shares the full amount of securities requested to be included in such registration statementPiggyback Registration by the Other Holders in accordance with the priorities, if any, then existing among the Company and the Other Holders so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Underwritten Offering. (cb) No Holder may participate If so requested (pursuant to a timely notice) by the managing underwriter in any registration statement Underwritten Offering, the Holders participating in respect such Underwritten Offering will agree not to effect any public sale or distribution (or any other type of a Piggyback Registration hereunder unless such Holder (xsale as the managing underwriter reasonably determines is appropriate in order to not adversely affect the Underwritten Offering) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liensSecurities, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify including a sale pursuant to Rule 144 (but excluding any Registrable Securities included in such underwriting arrangements shall be severalUnderwritten Offering), not joint and several, among such Holders selling Registrable Shares, and during the liability of each such Holder will be in proportion 10 days prior to, and provided, further, that during a period specified by the managing underwriter not to exceed 90 days (or such liability will be limited toadditional period as the managing underwriter reasonably determines is appropriate in order to not adversely affect the Underwritten Offering) following, the net amount received by closing date of such Holder from Underwritten Offering. In the sale event of his or its such a request, the Company may impose, during such period, appropriate stop-transfer instructions with respect to the Registrable Shares pursuant Securities subject to such registrationrestrictions.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Companyregistration, and if the managing underwriter advises Underwriter(s) shall give written advice to the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse EffectUnderwriters’ Maximum Number, the Company shall will include in such registration statement only the Underwriters’ Maximum Number, which securities will be so included in the following order of priority: (1) If the Piggyback Registration is undertaken for the Company’s account: (i) first, any shares of Common Stock to be sold by the securities the Company proposes to sellCompany, (ii) second, Registrable Securities of the Holder(s) and the Registrable Shares requested Securities of any Holder as agreed to be included in such registrationby the Holder(s), pro rata among the Holders of such Registrable Shares on the basis of the aggregate number of Registrable Shares Securities owned by each such Holder, all Requesting Holder(s) who have delivered written requests for Registration pursuant to this Section 2(b) and (iii) third, any other securities shares of Common Stock requested to be included by Other Shareholders, with priorities among them as the Company shall so determine to the extent in compliance with such registration. If as a result of other agreements with the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementCompany. (b2) If a the Piggyback Registration is an underwritten offering and was initiated by a security holder undertaken for the account of persons or entities other than the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement Holders: (i) first, the securities any shares of Common Stock requested to be included therein by such requesting persons or entities, other than the security holders requesting such registration and the Registrable Shares requested to be included in such registrationHolders, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities Registrable Securities of the Holder(s) and the Registrable Securities of any Holder as agreed to by the Holder(s), pro rata on the basis of the aggregate number of Registrable Securities owned by all Requesting Holder(s) who have delivered written requests for Registration pursuant to this Section 2(b), (iii) third, any shares of Common Stock to be sold by the Company, and (iv) fourth, any shares of Common Stock requested to be included by Other Shareholders, with priorities among them as the Company shall so determine to the extent in compliance with such registration (including securities to be sold for the account of other agreements with the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (aIf any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 2(c) If are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities who have submitted a Piggyback Registration is an underwritten Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and was initiated by conditions as any other shares of capital stock, if any, of the CompanyCompany included in the offering. Notwithstanding the foregoing, and if the managing underwriter advises or underwriters of such underwritten offering advise the Company in writing that it is their good faith opinion the inclusion total number or dollar amount of Registrable Shares requested 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 price, timing or distribution of the securities in such offering, then there shall be included in such underwritten offering the Registration Statement would cause an Adverse Effectnumber or dollar amount of securities that in the opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering, the Company and such number of Registrable Securities shall include in such registration statement be allocated as follows: (i) first, the all securities proposed to be sold by the Company proposes to sell, for its own account; (ii) second, the all Registrable Shares Securities requested to be included in such registrationregistration pursuant to Section 2(c), pro rata among the Holders of such Registrable Shares holders on the basis of the number percentage of the Registrable Shares owned Securities requested to be included in such Registration Statement by each such Holder, holders; and (iii) third, any all other securities requested to be included in such registration. If as a result Registration Statement; provided that holders may, prior to the earlier of the provisions (i) effectiveness of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) secondtime at which the offering price and/or underwriter’s discount are determined with the managing underwriter or underwriters, any other securities requested withdraw their request to be included in such registration (including securities pursuant to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement2(c). (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if The Company will cause the managing underwriter advises the Company that the inclusion or underwriters of a proposed underwritten offering to permit holders of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effectregistration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advises the holders of Registrable Securities to the effect that the total amount of securities which such holders, the Company shall and any other persons having rights to participate in such registration propose to include in such registration statement offering is such as to materially and adversely affect the success of such offering, then: (i) firstif such registration is a primary registration on behalf of the Company, the amount of securities to be included therein for the account of all other holders of securities of the Company proposes (other than holders of Registrable Securities) will be reduced (to sellzero if necessary) pro rata in proportion to the number of shares held by each such person, (ii) secondand thereafter, if such reduction is not sufficient so as, in the opinion of such managing underwriters or underwriters, to permit the inclusion of Registrable Securities without adversely affecting the success of the offering, the amount of Registrable Shares requested Securities so included in the Registration Statement for the account of the holders of Registrable Securities will be reduced (to zero if necessary) pro rata in proportion to the number of shares held by such persons to the extent necessary to reduce the total amount of securities to be included in such registration, pro rata among offering to the Holders of amount recommended by such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and managing underwriter or underwriters; and (iiiii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in if such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder secondary registration on behalf of holders of securities of the Company, and if the managing underwriter advises the Company that the inclusion of other than Registrable Shares requested to be included in the Registration Statement would cause an Adverse EffectSecurities, the Company shall will include in such registration statement therein: (ix) first, up to the full number of securities requested of such persons exercising "demand" registration rights that in the opinion of such managing underwriter or underwriters can be sold or allocated among such holders as they may otherwise so determine, (y) second, up to the full amount of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, sold (allocated pro rata among the holders of such securities on the basis of Registrable Securities in proportion to the number of securities owned Registrable Securities held by each such holderpersons), and (iiz) secondthird, any all other securities requested to be included in such registration (including securities proposed to be sold for by any other persons that in the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms opinion of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations managing underwriter or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to underwriters can be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, allocated among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationholders as they may otherwise so determine.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the CompanyNotwithstanding any other provision of this Article 3, and if the lead managing underwriter advises or underwriters advise, in the case of a requested registration pursuant to Section 3.2, the Invus Transferee Group and, in all other cases, the Company that marketing factors (including, but not limited to, an adverse effect on the inclusion per share offering price) require a limitation of Registrable Shares requested the number of shares to be included in an underwritten offering (including Registrable Securities), then the Registration Statement would cause an Adverse EffectInvus Transferee Group or the Company, as the Company case may be, shall include so advise all Piggyback Holders of Registrable Securities who have requested to participate in such registration statement offering, that (i) firstif the requested registration is pursuant to Section 3.2, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to number of shares that may be included in such registration, pro rata among the underwriting shall be allocated to the Invus Transferee Group and the Piggyback Holders of such Registrable Shares Securities who have duly requested shares to be included therein (whether pursuant to Section 3.2 or 3.3) on the a pro rata basis of based on the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein Securities held by the security holders requesting Invus Transferee Group and all such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holderPiggyback Holders, and (ii) secondif the requested registration is not pursuant to Section 3.2, any other securities the number of shares that may be included in the underwriting shall be allocated first to the 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; provided in each case that any shares so allocated to any such registration (including securities Piggyback Holder that exceed the number of Registrable Securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled registered pursuant to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Piggyback Holder’s request to include Registrable Shares will be reallocated among all such remaining parties in such registration statement. (c) No a like manner. For any Piggyback Holder may participate in any registration statement in respect of which is a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on partnership, limited liability company or corporation, the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnairespartners, powers of attorneymembers or stockholders, indemnitiesas applicable, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Piggyback Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability estates and Family Members of each any such Holder will partners, members and stockholders and any trusts for the benefit of any of the foregoing person(s) shall be in proportion to, deemed to be a single “Piggyback Holder,” and provided, further, that any pro rata reduction with respect to such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares “Piggyback Holder” pursuant to Section 3.3(c) shall be based upon the aggregate amount of shares carrying registration rights owned by all Persons deemed to constitute such registration“Piggyback Holder” (as defined in this sentence).

Priority on Piggyback Registrations. (a) If a the Registrable Securities requested to be included in the Piggyback Registration is an underwritten offering and was initiated by any Holder differ from the type of securities proposed to be registered by the Company, Company and if the managing underwriter Underwriter advises the Company that due to such 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, 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 Securities from such Piggyback Registration, provided, that no other securities of such type are included and offered for 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 total number of shares requested to be included in such Piggyback Registration by all Persons other than the Company who have the contractual right to request that their shares be included in such registration statement and who have requested that their shares be included. If the Registrable Securities requested to be included 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 Shares Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each 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 (other than the Person or Persons initiating such registration request) who have the contractual right to request that their shares be included in such registration statement and who have requested their shares be included. 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 would cause an Adverse Effect, the Company shall include registration statement by all Holders are included in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registrationstatement. If as a result of the provisions of this Section 2.2.2(a2.02(b) any Holder shall not be entitled to include all Registrable Shares Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include Securities in such registration statement (i) first, the securities requested prior to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementits effectiveness. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if The Company shall use reasonable efforts to cause the managing underwriter advises the Company that the inclusion or underwriters of a proposed underwritten offering to permit holders of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effectregistration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the 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 shall and any other Persons having rights to participate in such registration, intend to include in such registration statement offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) first, for the securities the Company proposes to sell, account of holders of Registrable Securities and (ii) secondfor the account of all such other Persons (other than the Company) 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 underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Shares Securities requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effectby such holders. Notwithstanding anything contained herein to the contrary, the Company shall include in such registration statement hereby agrees that (i) firstany Piggyback Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the securities requested to be included therein by the security holders requesting such registration principal unitholders’ chart and the plan of distribution) as may be requested by a holder of Registrable Shares requested Securities to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, allow for a Partner Distribution and (ii) secondthe Company shall, at the request of any other securities requested holder of Registrable Securities seeking to be effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial Registration Statement, or revise such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that language if deemed reasonably necessary by such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority holder to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationPartner Distribution.

Priority on Piggyback Registrations. (a) If a the Piggyback Registration is an underwritten offering and was initiated by Underwritten Offering, the Company, and if Company will cause the managing underwriter advises of that proposed offering to permit the Company Holders that the inclusion of have requested Registrable Shares requested Securities to be included in the Piggyback Registration Statement would cause an Adverse Effectto include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter of such Underwritten Offering advises the Company and the selling Holders that, in its view, the total amount of securities that the Company, such Holders and any Other Holders propose to include in such offering is such as to adversely affect the success of such Underwritten Offering, then: (i) if such Piggyback Registration is a primary registration by the Company for its own account, the Company shall will include in such registration statement Piggyback Registration: (iA) first, all securities to be offered by the securities the Company proposes to sell, Company; (iiB) second, the (1) if Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis Securities constitute 10% or more of the number outstanding securities of Registrable Shares owned by each such Holderany class of equity securities of the Company, and (iii) third, any other up to the full amount of securities requested to be included in such registration. If as a result Piggyback Registration by the Holders, or (2) if Registrable Securities constitute less than 10% of the provisions outstanding securities of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder class of equity securities of the Company, and if up to the managing underwriter advises the Company that the inclusion full amount of Registrable Shares securities requested to be included in such Piggyback Registration by the Registration Statement would cause an Adverse EffectHolders and any Other Holders having registration rights on a pari passu basis, allocated pro rata among such holders, on the Company shall include in such registration statement (i) first, basis of the amount of securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, ; and (iiC) secondthird, any other up to the full amount of securities requested to be included in such registration (including Piggyback Registration by any Other Holders in accordance with the priorities, if any, then existing among the Company and the Other Holders so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Underwritten Offering; and (ii) if such Piggyback Registration is an underwritten secondary registration for the account of holders of securities of the Company). If as a result , the Company will include in such registration: (A) first, all securities of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a Persons exercising “demand” registration that such Holder has rights requested to be so includedincluded therein; (B) second, such Holder may withdraw such Holder’s request up to include Registrable Shares the full amount of securities proposed to be included in the registration by the Company, (C) third, up to the full amount of securities requested to be included in such Piggyback Registration by the Holders and any Other Holders having registration statementrights on a pari passu basis, allocated pro rata among such holders, on the basis of the amount of securities requested to be included therein by each such holder; and (D) fourth, up to the full amount of securities requested to be included in such Piggyback Registration by the Other Holders in accordance with the priorities, if any, then existing among the Company and the Other Holders so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Underwritten Offering. (cb) No Holder may participate If so requested (pursuant to a timely notice) by the managing underwriter in any registration statement Underwritten Offering, the Holders participating in respect such Underwritten Offering will agree not to effect any public sale or distribution (or any other type of a Piggyback Registration hereunder unless such Holder (xsale as the managing underwriter reasonably determines is appropriate in order to not adversely affect the Underwritten Offering) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liensSecurities, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify including a sale pursuant to Rule 144 (but excluding any Registrable Securities included in such underwriting arrangements shall be severalUnderwritten Offering), not joint and several, among such Holders selling Registrable Shares, and during the liability of each such Holder will be in proportion 10 days prior to, and provided, further, that during a period specified by the managing underwriter not to exceed 90 days (or such liability will be limited toadditional period as the managing underwriter reasonably determines is appropriate in order to not adversely affect the Underwritten Offering) following, the net amount received by closing date of such Holder from Underwritten Offering. In the sale event of his or its such a request, the Company may impose, during such period, appropriate stop-transfer instructions with respect to the Registrable Shares pursuant Securities subject to such registrationrestrictions.

Priority on Piggyback Registrations. (a) If If, in connection with a Piggyback Registration is an underwritten offering and was initiated by Registration, the Companylead or co-managing underwriter(s) advise(s) Monsoon, and if the managing underwriter advises the Company that in writing, that, in its opinion, the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, all the securities the Company proposes to sell, (ii) second, the Registrable Shares requested sought to be included in such registrationPiggyback Registration by Monsoon, by others who have sought to have Registrable Securities registered pursuant to any rights to demand registration (other than pursuant to so called “piggyback” or other incidental or participation registration rights described herein) (such demand rights being “Other Demand Rights” and such Persons being “Other Demanding Sellers”), by the Piggyback Sellers and by any other proposed sellers, as the case may be, would adversely affect the distribution of the securities sought to be sold pursuant thereto, then Monsoon shall include in the registration statement applicable to such Piggyback Registration only such securities as Monsoon is so advised by such lead or co-managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration is in connection with an offering for Monsoon’s own account, then (A) first, such number of securities to be sold by Monsoon as Monsoon, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata among the Holders of such Registrable Shares on the basis of the amount of such Registrable Securities sought to be registered by such Piggyback Sellers, (C) third, other Registrable Securities sought to be registered by the Other Demanding Sellers and (D) fourth, Monsoon Equity Securities held by any other proposed sellers; and (ii) if the Piggyback Registration relates to an offering other than for Monsoon’s own account, then (A) first, such number of Registrable Shares owned Securities sought to be registered by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registrationOther Demanding Seller, pro rata among in proportion to the holders number of securities sought to be registered by all such securities Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers pro rata on the basis of the number amount of securities owned by each such holder, and (ii) second, any other securities requested Registrable Securities sought to be included in registered by such registration Piggyback Sellers, (including securities C) third, Monsoon Equity Securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company Monsoon and (yD) completes and executes all questionnairesfourth, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make Monsoon Equity Securities held by any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationproposed sellers.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering by or through one or more underwriters of recognized standing and was initiated by the Company, and if the managing underwriter advises underwriters advise the Company 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 inclusion number of Registrable Shares securities requested to be included in such registration exceeds the Registration Statement would cause an Adverse Effectnumber which can be sold in such offering without materially and adversely affecting the marketability of the offering, then any such 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 registration statement offering, (i) first, the securities the Company 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, (A) the Registrable Shares requested Securities to be included in such registrationregistration by the Holders and the holders of Registrable Securities (as defined in the Gulfport 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 of and such Registrable Shares other holders), based on the basis of the number amount of Registrable Shares owned by each such Holder, Securities and (iii) third, any other securities requested to be included therein, and then, if any additional securities may be included (B) to such additional securities on a pro rata basis (or in such registration. If as other proportion mutually agreed among them), (y) if a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included Securities (as defined in the Registration Statement would cause an Adverse Effect, the Company shall include in Gulfport Investor Rights Agreement) has initiated such registration statement offering (i) first, the securities the holders under the Gulfport Investor 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 by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the 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 Gulfport Investor Rights Agreement initiated such offering, securities proposed to be sold by the Company, and the Registrable Securities to be included in such registration by the Holders, with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among the Company, the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementtherein. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If the managing underwriter for a Piggyback Registration is effected by means of an underwritten offering and was initiated by Underwritten Offering (or in the Companycase of a Piggyback Registration not being underwritten, and if the managing underwriter Lionsgate, in good faith) advises the Company Holders in writing that the inclusion of the Registrable Shares requested Securities and securities proposed to be included by Holders who have elected to participate pursuant to Section 3.1 and any other Persons who have elected to participate in the Registration Statement such offering pursuant to written agreements with Lionsgate (in each case, “Piggybacking Holders”) and proposed to be included by Lionsgate, would cause an Adverse Effect, the Company then Lionsgate shall be obligated to include in such Registration Statement only that number of Registrable Securities which, in the judgment of the managing underwriter (or Lionsgate in good faith, as applicable), would not have an Adverse Effect, in the priority listed below: (a) if the registration statement is undertaken for Lionsgate’s account: (ix) first, the securities the Company proposes that Lionsgate desires to sellinclude, and (iiy) second, the securities (or, in the case of a Holder, the Registrable Shares requested Securities) proposed to be included by the Piggybacking Holders. Any reduction in the number of securities to be included in such registration, a Registration Statement pursuant to the foregoing clause (y) shall be effected by allocating the number of securities to be included (after including securities contemplated by clause (x)) pro rata among all the Piggybacking Holders of based for each such Registrable Shares Piggybacking Holder on the basis of percentage derived by dividing (i) the aggregate number of Registrable Common Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Piggybacking Holder has requested to be so included, holds by (ii) the total number of Common Shares that all such Holder may withdraw such Holder’s request to include Registrable Shares Piggybacking Holders hold in such registration statement.the aggregate; and (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises registration is undertaken at the Company that demand of a securityholder of Lionsgate (other than the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse EffectHolders), the Company shall include in such registration statement (ix) first, the securities requested that the demanding securityholder desires to include, and (y) second, the securities (or in the case of Holders, the Registrable Securities) proposed to be included therein by the security holders requesting such registration Piggybacking Holders and by Lionsgate. Any reduction in the Registrable Shares requested number of securities to be included in such registration, a Registration Statement pursuant to the foregoing clause (y) shall be effected by allocating the number of securities to be included (after including securities contemplated by clause (x)) pro rata among the holders of Piggybacking Holders based for each such securities Piggybacking Holder on the basis of percentage derived by dividing (i) the aggregate number of securities owned Common Shares that such Piggybacking Holder holds by each such holder, and (ii) second, any other securities requested to be included the total number of Common Shares that all such Piggybacking Holders hold in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangementsaggregate; provided, however, that no such Holder Lionsgate shall be required entitled to make any representations or warranties in connection with any such registration other than representations and warranties as participate on a pro rata basis up to (i) such Holder’s ownership the sum of his or its Registrable Shares the number of securities allocated to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify Piggybacking Holders pursuant to any this sentence, unless the managing underwriter (or in the case of a Piggyback Registration not being underwritten, Lionsgate, in good faith) determines that inclusion of additional securities by Lionsgate above such underwriting arrangements shall be several, amount would not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationcause an Adverse Effect.

Priority on Piggyback Registrations. (ai) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises underwriters advise the Company that the inclusion of Registrable Shares or other securities requested to be included in the Registration Statement registration statement would cause an Adverse Effect, then the Company shall be required to include in such registration statement statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (iA) first, the securities the Company proposes to sell, ; (iiB) second, the Registrable Shares requested to be included in such registration, registration by any Holder thereof pro rata among the such Holders of such Registrable Shares on the basis of the number of Registrable Shares owned requested to be registered by each such Holder, ; and (iiiC) third, any other securities requested to be included in such registration. If If, as a result of the provisions of this Section 2.2.2(a) 2.2(b)(i), any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (bii) If a Piggyback Registration is an underwritten offering and was initiated by a security holder any of the Companyother security holders of the Company (other than as set forth in Section 2.1) (the “Secondary Offering Securityholders”), and if the managing underwriter advises underwriters advise the Company that the inclusion of Registrable Shares and securities held by the Secondary Offering Securityholders and any other holders of piggyback registration rights requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall be required to include in such registration statement statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (iA) first, the other securities requested to be included therein by the security holders requesting Secondary Offering Securityholders, pro rata among such registration and Secondary Offering Securityholders on the basis of the number of such other securities requested to be registered by each such Secondary Offering Securityholder; (B) second, the Registrable Shares requested to be included in such registration, registration by any Holder thereof pro rata among the holders of such securities Holders on the basis of the number of securities owned Registrable Shares requested to be registered by each such holder, Holder; and (iiC) secondthird, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If If, as a result of the provisions of this Section 2.2.2(b) 2.2(b)(ii), any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (ciii) Notwithstanding any of the foregoing, the provisions of Sections 2.2(b)(i) -(ii) shall not apply to a Piggyback Registration that is a Shelf Registration. (iv) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements agreement in customary form approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required by the managing underwriters under the terms of such underwriting arrangementsagreements; provided, however, provided that no such Holder shall be required to make any representations or warranties warranties, or give any indemnities, in connection with any such registration other than representations and warranties warranties, or indemnities, as to (i) such Holder’s ownership of his his, her or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrancesencumbrances created by such Holder, (ii) such Holder’s power and authority to effect such transfer, and (iii) the accuracy and completeness of statements made in a registration statement, prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such matters Holder pertaining exclusively to compliance with securities laws as may be reasonably requestedsuch Holder; provided, further, however, further that the any obligation of such Holder to indemnify any Person pursuant to any such underwriting arrangements agreements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will shall be limited to, to the net amount received by such Holder from the sale of his his, her or its Registrable Shares pursuant to such registrationregistration (which amounts shall include the amount of cash or the fair market value of any assets, including shares of Common Stock, received in exchange for the sale or exchange of such Registrable Shares or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net amounts.

Priority on Piggyback Registrations. (a) If a the Piggyback Registration is an underwritten offering and was initiated by Underwritten Offering, the Company, and if Company will cause the managing underwriter advises of that proposed offering to permit the Company Holders that the inclusion of have requested Registrable Shares requested Securities to be included in the Piggyback Registration Statement would cause an Adverse Effectto include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter of such Underwritten Offering advises the Company and the selling Holders that, in its view, the total amount of securities that the Company, such Holders and any Other Holders propose to include in such offering is such as to adversely affect the success of such Underwritten Offering, then: (i) if such Piggyback Registration is a primary registration by the Company for its own account, the Company shall will include in such registration statement Piggyback Registration: (iA) first, all securities to be offered by the securities the Company proposes to sell, Company; (iiB) second, the (1) if Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis Securities constitute 10% or more of the number outstanding securities of Registrable Shares owned by each such Holderany class of equity securities of the Company or class of securities convertible or exercisable into shares of any equity securities of the Company, and (iii) third, any other up to the full amount of securities requested to be included in such registration. If as a result Piggyback Registration by the Holders, or (2) if Registrable Securities constitute less than 10% of the provisions outstanding securities of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder class of equity securities of the Company or class of securities convertible or exercisable into shares of any equity securities of the Company, and if up to the managing underwriter advises the Company that the inclusion full amount of Registrable Shares securities requested to be included in such Piggyback Registration by the Registration Statement would cause an Adverse EffectHolders and any Other Holders having registration rights on a pari passu basis, allocated pro rata among such holders, on the Company shall include in such registration statement (i) first, basis of the amount of securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, ; and (iiC) secondthird, any other up to the full amount of securities requested to be included in such registration (including Piggyback Registration by any Other Holders in accordance with the priorities, if any, then existing among the Company and the Other Holders so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Underwritten Offering; and (ii) if such Piggyback Registration is an underwritten secondary registration for the account of holders of securities of the Company). If as a result , the Company will include in such registration: (A) first, all securities of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a Persons exercising “demand” registration that such Holder has rights requested to be so includedincluded therein; (B) second, up to the full amount of securities proposed to be included in the registration by the Company, (C) third, up to the full amount of securities requested to be included in such Piggyback Registration by the Holders and any Other Holders having registration rights on a pari passu basis, allocated pro rata among such Holders and Other Holders, on the basis of the amount of securities requested to be included therein by each such Holder may withdraw such and Other Holder’s request ; and (D) fourth, up to include Registrable Shares the full amount of securities requested to be included in such registration statementPiggyback Registration by the Other Holders in accordance with the priorities, if any, then existing among the Company and the Other Holders so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Underwritten Offering. (cb) No Holder may participate If so requested (pursuant to a timely notice) by the managing underwriter in any registration statement Underwritten Offering, the Holders participating in respect such Underwritten Offering will agree not to effect any public sale or distribution (or any other type of a Piggyback Registration hereunder unless such Holder (xsale as the managing underwriter reasonably determines is appropriate in order to not adversely affect the Underwritten Offering) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liensSecurities, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify including a sale pursuant to Rule 144 (but excluding any Registrable Securities included in such underwriting arrangements shall be severalUnderwritten Offering), not joint and several, among such Holders selling Registrable Shares, and during the liability of each such Holder will be in proportion 10 days prior to, and provided, further, that during a period specified by the managing underwriter not to exceed 30 days (or such liability will be limited toadditional period as the managing underwriter reasonably determines is appropriate in order to not adversely affect the Underwritten Offering) following, the net amount received by closing date of such Holder from Underwritten Offering. In the sale event of his or its such a request, the Company may impose, during such period, appropriate stop-transfer instructions with respect to the Registrable Shares pursuant Securities subject to such registrationrestrictions.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Companyoffering, and if the managing underwriter advises the Company BIPC that the inclusion of Registrable Shares requested to be included in the a Registration Statement Statement, Shelf Registration or Prospectus, as applicable, would cause an Adverse Effect, the Company BIPC shall only be required to include such number of Registrable Shares in such registration statement Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: (i) first, the securities the Company BIPC proposes to sell, (ii) second, the Registrable Shares requested to be included in such registrationRegistration Statement, Shelf Registration or Prospectus, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registrationRegistration Statement, Shelf Registration or Prospectus. If as a result of the provisions of this Section 2.2.2(a2.2.2 (a) any Holder shall not be entitled to include all Registrable Shares in a registration Registration Statement, Shelf Registration or Prospectus that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Shares in such registration statementRegistration Statement, Shelf Registration or Prospectus, as applicable. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement Registration Statement, Shelf Registration or Prospectus, as applicable, in respect of a Piggyback Registration hereunder unless such Holder (xi) agrees to sell such Holder’s 's Registrable Shares on the basis provided in any underwriting arrangements approved by the Company BIPC and (yii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (iA) such Holder’s 's ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (iiB) such Holder’s 's power and authority to effect such transfer, and (iiiC) such matters pertaining to compliance with securities laws applicable Securities Laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion tothereto, and provided, further, that such liability will be limited to, to the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationRegistration Statement, Shelf Registration or Prospectus.

Priority on Piggyback Registrations. (aIf, in connection with a Piggyback Registration, the managing underwriter(s) If determine(s) in good faith that the inclusion of 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 any rights, whether pursuant to “piggyback” or other incidental or participation registration rights or otherwise, require a limitation of the number of securities to be underwritten so that the 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 underwritten offering and was initiated for the Company’s own account, then (A) first, the securities sought to be included by the Company, and if (B) second, the managing underwriter advises the Company that the inclusion securities sought to be included by all existing and future holders of Registrable Shares Securities that have requested to participate in such underwritten offering (pro rata in proportion to the number of securities sought to be included in such offering by such holders); and (ii) if the Piggyback Registration Statement would cause relates to an Adverse Effectoffering other than for the Company’s own account, the Company shall include in such registration statement then (iA) first, the securities sought to be included by sellers who have exercised demand registration rights, pro rata in proportion to the Company proposes number of securities sought to sellbe registered by all such demanding sellers, (iiB) second, the Registrable Shares requested securities sought to be included by all existing and future holders of Registrable Securities that have requested to participate in such registrationunderwritten offering, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested in proportion to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned sought to be registered by each all such holderholders, and (iiC) secondthird, any other the securities requested sought to be included in such registration (including securities to be sold for the account of by the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Companyregistration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of Securities that the Company intends to offer and sell for its own account and that does not exceed the Underwriters' Maximum Number; (ii) if the managing underwriter advises Underwriters' Maximum Number exceeds the number of securities which the Company that the inclusion of Registrable Shares requested proposes to be included offer and sell for its own account in the Registration Statement would cause an Adverse Effectsuch registration, then the Company shall include in such registration statement that number of Registrable Securities which Prudential, NET or their respective Affiliates shall have requested be included in such registration and which shall not be greater than such excess; (iiii) first, if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to selloffer and sell for its own account and for the account of Prudential, (ii) secondNET and their respective Affiliates in such registration, then the Company shall include in such registration that number of Securities that the Company intends to offer and sell for its own account plus that number of Registrable Shares Securities which the remaining Stockholders shall have requested to be included in such registration, pro rata among the Holders of registration and which shall not be greater than such excess and such Registrable Shares Securities shall be allocated PRO RATA among such Stockholders on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities Securities requested to be included therein by each such Holder; and (iv) if the security holders requesting Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to clauses (ii) and (iii) and the Registrable Shares requested number of Securities which the Company proposes to be included offer and sell for its own account in such registration, pro rata among then the holders of Company may include in such securities on the basis of the registration that number of securities owned by each such holder, and (ii) second, any other securities Securities which other persons shall have requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder and which shall not be entitled to include all Registrable Shares in a registration that greater than such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementexcess. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if The Company will cause the managing underwriter advises or underwriters of a proposed Underwritten Offering to permit the Company that the inclusion of participating Purchasers, if holding Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effectregistration for such offering, to include therein all such Registrable Securities requested to be so included (such securities, together with any other shares of the same class requested to be included in such registration by any other Person pursuant to similar registration rights, the “Piggyback Shares”) on the same terms and conditions as any securities of the Company included therein (other than the indemnification by participating Purchasers, which will be limited as set forth in Section 7.8(b) hereof and provided, that such Purchasers give customary representations and warranties). The Company shall cooperate with the Purchasers in order to limit any representations and warranties to, or agreements with, the Company shall or the underwriters to be made by the Purchasers only to those representations, warranties or agreements regarding the participating Purchasers, their Registrable Securities and their intended method of distribution and any other representation required by law. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises Purchasers in writing to the effect that the total amount of securities that Purchasers, the Company and any other Person propose to include in such registration statement Underwritten Offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration: (i) in the case of a registration in connection with a sale of securities for the Company’s own account, (A) first, 100% of the securities that the Company proposes to sellsell for its own account, (iiB) second, to the Registrable extent that the number of securities in clause (A) above is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Shares of the Purchasers, determined pro rata on the basis of the number of Shares owned by the Purchasers, and (C) third, to the extent that the number of securities in clauses (A) and (B) above is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Shares requested to be included in such registrationoffering by any other Persons pursuant to similar registration rights, determined pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares shares of the class being sold owned by each such Holderother Persons requesting registration, and collectively; and (iiiii) in the case of a registration in connection with a sale of securities on account of any Person other than the Company (the “Initiating Party”), (A) first, 100% of the securities, if any, that the Initiating Party proposes to sell, (B) second, to the extent that the number of securities in clause (A) above is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggyback Shares of the participating Purchasers, determined pro rata on the basis of the number of Shares then owned by those Purchasers wishing to participate, (C) third, any other to the extent that the number of securities requested to in clauses (A) and (B) above is less than the number of securities which the Company has been advised can be included sold in such registration. If as a result of offering without having the provisions of this Section 2.2.2(a) any Holder shall not be entitled adverse effect referred to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effectabove, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable number of Piggyback Shares requested to be included in such registrationoffering by any other Persons pursuant to similar registration rights, determined pro rata among the holders of such securities on the basis of the number of securities shares of the class being sold owned by each such holderother Persons requesting registration, collectively, and (iiD) secondfourth, any other to the extent that the number of securities requested in clauses (A) through (C) above is less than the number of securities which the Company has been advised can be sold in such offering without laving the adverse effect referred to above, the securities sought to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationoffering.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter for the related underwritten offering advises the Company in writing that the inclusion of such Registrable Shares requested to be included in the Registration Statement Securities would cause an Adverse Effect, and the Company shall notifies the requesting Holders in writing of such advice, then the Company will be obligated to include in such registration statement only that number of Registrable Securities which, in the judgment of the managing underwriter, 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) firstprior to such time as the Shelf Registration Statement is first declared effective, all of the Registrable Securities requested by the Holders to be included in such registration statement (subject to the maximum amount of the securities to be sold in the Company proposes to sellrelated underwritten offering), and (ii) secondafter such time as the Shelf Registration Statement is first declared effective, fifty percent (50%) of the total number of securities that are included in each such registration statement thereafter. Any partial reduction in the number of Registrable Shares Securities to be included in a registration statement pursuant to the immediately preceding sentence shall be affected pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be included in such registration, pro rata among registration statement bears to the Holders of such Registrable Shares on the basis of the total number of Registrable Shares owned by each such Holder, and (iii) third, any other securities Securities that all Holders requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If Subject to the Company's compliance with its obligations under this Article 3, if after a Piggyback Registration is Demand Request by the Holders pursuant to Section 2.1 hereof the Company initiates a proposal to register an underwritten offering of equity securities for its own account pursuant to this Article 3 and was initiated the Holders are afforded the right (whether or not exercised by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Holders) to include Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include Securities in such underwritten offering in accordance with and subject to the provisions of this Article 3, then the proposed registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of Company pursuant to this Section 2.2.2(b) any Holder Article 3 shall not be entitled to include given priority in all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementrespects. (c) No Holder may participate in any registration statement in respect Subject to the Company's compliance with its obligations under this Article 3, if prior to the filing or effectiveness of the Shelf Registration Statement the Company initiates a Piggyback Registration hereunder unless such Holder proposal to register an underwritten offering of equity securities for its own account pursuant to this Article 3 and the Holders are afforded the right (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved whether or not exercised by the Holders) to include Registrable Securities in such underwritten offering in accordance with and subject to the provisions of this Article 3, then the proposed registration for the account of the Company and pursuant to this Article 3 shall be given priority in all respects. (yd) completes and executes all questionnairesNotwithstanding the foregoing, powers until the nine month anniversary of attorneythe date that the Shelf Registration Statement is first declared effective, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms Company will not initiate a proposal to register or otherwise conduct an underwritten public offering of equity securities of the Company for its own account unless the aggregate public offering price of such underwriting arrangements; provided, however, that no equity securities (including any Registrable Securities included in such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (ioffering) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationis at least $125.0 million.

Priority on Piggyback Registrations. If, in connection with a Piggyback Registration, any managing underwriter (a) If a or, if such Piggyback Registration is not an underwritten offering 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 was initiated 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 if the managing underwriter similar amounts)) advises the Company that and the inclusion holders of the Registrable Shares requested 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 Statement by the Company, any Persons who have sought to have securities registered thereunder pursuant to rights 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”), any holders of Registrable Securities seeking to sell such securities in such Piggyback Registration (“Piggyback Sellers”) and any other proposed sellers, in each case, if any, would cause an Adverse Effectadversely affect the marketability of the securities sought to be sold pursuant thereto, then the Company shall include in such the registration statement applicable to such Piggyback Registration only such securities as the Company, the Other Demanding Sellers, and the Piggyback Sellers are so advised by such underwriter can be sold without such an effect (the “Maximum Piggyback Number”), as follows and in the following order of priority: (i) if the Piggyback Registration is an offering on behalf of the Company and not any Person exercising Other Demand Rights (whether or not other Persons seek to include securities therein pursuant to “piggyback” or other incidental or participatory registration rights) (a “Primary Offering”), then (A) first, the such number of securities to be sold by the Company proposes to sellas the Company, in its reasonable judgment and acting in good faith, shall have determined, (iiB) second, if the Registrable Shares requested number of securities to be included in such registrationunder clause (A) above is less than the Maximum Piggyback Number, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned Securities sought to be registered by each such HolderPiggyback Seller, pro rata in proportion to the number of Registrable Securities sought to be registered by all the Piggyback Sellers, which in the aggregate, when added to the number of securities to be registered under clause (A) above, equals or is less than the Maximum Piggyback Number, and (iiiC) third, any other if the number of securities requested to be included in such registration. If as a result under clauses (A) and (B) above is less than the Maximum Piggyback Number, the number of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested securities sought to be so includedregistered by each Other Demanding Seller and all other proposed sellers, such Holder may withdraw such Holder’s request pro rata in proportion to include Registrable Shares the number of securities sought to be registered by all the Other Demanding Sellers and other proposed sellers, which in such registration statement.the aggregate, when added to the number of securities to be registered under clauses (A) and (B) above, equals the Maximum Piggyback Number; and (bii) If a if the Piggyback Registration is an underwritten offering and was initiated by other than a security holder of the CompanyPrimary Offering, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement then (iA) first, the such number of securities requested sought to be included therein registered by the security holders requesting such registration Company and the Registrable Shares requested to be included in such registrationeach Other Demanding Seller, pro rata among the holders of such securities on the basis of in proportion to the number of securities owned by each such holder, and (ii) second, any other securities requested sought to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved registered by the Company and all such Other Demanding Sellers, (yB) completes and executes all questionnairessecond, powers if the number of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares securities to be sold included under clause (A) above is less than the Maximum Piggyback Number, the number of Registrable Securities sought to be registered by each Piggyback Seller, pro rata in proportion to the number of Registrable Securities sought to be registered by all the Piggyback Sellers, which in the aggregate, when added to the number of securities to be registered under clause (A) above, equals or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transferis less than the Maximum Piggyback Number, and (iiiC) such matters pertaining third, if the number of securities to compliance with be included under clauses (A) and (B) above is less than the Maximum Piggyback Number, the number of securities laws as may sought to be reasonably requested; providedregistered by all other proposed sellers, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be pro rata in proportion toto the number of securities sought to be registered by all other proposed sellers, which in the aggregate, when added to the number of securities to be registered under clauses (A) and provided(B) above, further, that such liability will be limited to, equals the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationMaximum Piggyback Number.

Priority on Piggyback Registrations. (a) If a In the event that the Piggyback Registration is includes an underwritten offering offering, the Company shall so advise the Shareholders as part of the written notice given pursuant to Section 5.01(a) and was initiated by the Company, and registration rights provided in Section 5.01(a) shall be subject to the condition that if the managing underwriter advises or underwriters of a Piggyback Registration advise the Company in writing (a copy of which shall be provided to the applicable Shareholders) that in its opinion the inclusion number of Registrable Shares requested Securities proposed to be included sold in such Piggyback Registration exceeds the Registration Statement number which can be sold, and would cause an Adverse Effectmaterially adversely affect the price at which the Registrable Securities are to be sold, in such offering, the Company shall (or the Shareholders, as the case may be) will include in such registration statement only the number of Registrable Securities which, in the opinion of such underwriter or underwriters can be sold in such offering without such material adverse effect. The Registrable Securities so included in such Piggyback Registration shall be apportioned (i) first, either (x) subject to the securities 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 Company, to any shares of Common Stock that the Company proposes to sell, or (iiy) second, in the Registrable Shares requested to be included in such registrationcase of a secondary registration on behalf of any person exercising demand registration rights, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned 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 each such MCLLC (in the event MCLLC ceases to be a Holder), and (iii) third, any pro rata among the Shareholders (other securities requested to be than MCLLC), if any, not included under clause (i) and (iv) fourth, pro rata among other shares included in such registration. If as a result Piggyback Registration, in each case according to the total number of shares of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has Common Stock requested to be so includedfor inclusion by said selling stockholders, such Holder may withdraw such Holder’s request to include Registrable Shares 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 statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder on behalf of the Company, and if 50% of the managing underwriter advises the Company that the inclusion of Registrable Shares requested Securities to be included in apportioned to the Registration Statement would cause an Adverse Effect, Piggyback Holders shall be apportioned to MCLLC to the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of extent MCLLC is a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares Stock requested to be included in a registration statement by any Holder pursuant to Section 3(a) hereof differ from the Registration Statement type of securities proposed to be registered by First Avenue and the managing underwriter for the related underwritten offering advises First Avenue in writing that due to such differences the inclusion of such Registrable Stock would cause an Adverse Effect, the Company shall include and First Avenue notifies such Holder in writing of such registration statement advice, then (i) firstthe number of such Holder’s Registrable Stock to be included in the registration statement shall be reduced to an amount which, in the securities the Company proposes to selljudgment of such managing underwriter, would eliminate such Adverse Effect or (ii) secondif no such reduction would, in the judgment of such managing underwriter, eliminate such Adverse Effect, then First Avenue shall have the right to exclude all such Registrable Stock from such registration statement; provided, however, that no other securities that are the same as, or similar to, the Registrable Shares Stock that have been requested to be included in a registration statement by any Holder pursuant to Section 3(a) hereof are included and offered for the account of any other person (other than First Avenue) in such registration, pro rata among the Holders of such Registrable Shares on the basis of registration statement. Any partial reduction in the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested Stock to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement pursuant to clause (i) first, of the securities requested to immediately preceding sentence shall be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, effected pro rata among the holders of such securities based on the basis of ratio that the number of securities owned by Registrable Stock that each such holder, and (ii) second, any other securities Holder requested to be included in such registration (including securities statement, as the case may be, bears to be sold for the account amount represented by the total number of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include Registrable Stock that all Registrable Shares in a registration that such Holder has Holders requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares included in such registration statement. (c) No Holder may participate . If the Registrable Stock requested to be included in any the registration statement pursuant to Section 3(a) hereof are of the same type as the securities being registered by First Avenue and the managing underwriter advises First Avenue in respect writing that the inclusion of such Registrable Stock would cause an Adverse Effect, and First Avenue notifies the requesting Holders in writing of such advice, then First Avenue will be obligated to only include in such registration statement that number of Registrable Stock, if any, which, in the judgment of the managing underwriter, would not have an Adverse Effect. Any partial reduction in the number of Registrable Stock to be included in a Piggyback Registration hereunder unless such Holder (x) agrees registration statement pursuant to sell such Holder’s Registrable Shares the immediately preceding sentence shall be affected pro rata based on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, ratio that the obligation number of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of Stock that each such Holder will requested to be included in proportion tosuch registration statement, and providedas the case may be, furtherbears to the amount represented by the total number of Registrable Stock that all Holders requested to be included in such registration statement. Notwithstanding the foregoing in Section 3(b) hereof, that such liability will be limited to, if after a Demand Request by the net amount received by such Holder from the sale of his or its Registrable Shares Holders pursuant to such registrationSection 2(a) hereof, First Avenue first initiates a proposal to register securities for its own account pursuant to this Section 3, then the Demand Registration requested pursuant to Section 2(a) hereof shall be given priority.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effectoffering, 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 registration statement 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 of capital stock, 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 offering is such as to adversely affect the price, timing or distribution of the securities in such 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 offering, and such number of Registrable Securities shall be allocated as follows: (i) first, the all securities proposed to be sold by the Company proposes to sell, for its own account; (ii) second, the all Registrable Shares Securities requested to be included in such registrationregistration pursuant to Section 4, pro rata among the Holders of such Registrable Shares holders on the basis of the number percentage of the Registrable Shares owned Securities requested to be included in such Registration Statement by each such Holder, holders; and (iii) third, any all other securities requested to be included in such registration. If as a result Registration Statement; provided that holders may, prior to the earlier of the provisions (i) effectiveness of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) secondtime at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s), any other securities requested withdraw their request to be included in such registration (including securities pursuant to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement4. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If a the Piggyback Registration is an underwritten offering and was initiated by Underwritten Offering, the Company, and if Company shall use its reasonable best efforts to cause the managing underwriter advises of that proposed offering to permit the Company Holders that the inclusion of have requested Registrable Shares requested Securities to be included in the Piggyback Registration Statement would cause an Adverse Effectto include all such Registrable Securities on the same terms and conditions as the registration of the Company’s securities. Notwithstanding the foregoing, if the managing underwriter of such Underwritten Offering advises the Company, the Trust and the Selling Holders in writing that, in its view, the total amount of shares of New Common Stock that the Company, such Holders and any Other Stockholders (including the Trust) propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such Underwritten Offering, then: (i) if such Piggyback Registration is a primary registration by the Company for its own account, the Company shall include in such registration statement Piggyback Registration: (iA) first, up to the full amount of securities to be offered by the Company proposes to sell, Company; (iiB) second, (1) up to the full amount of Qualified Registrable Shares Securities requested to be included in such registrationPiggyback Registration by the Holders pursuant to Section 5.1 hereof and shares of New Common Stock requested to be included in such Piggyback Registration by the Trust pursuant to Section 5.1 of the Trust Registration Agreement, allocated among the participating Holders and the Trust on a Pro Rata Basis, (C) third, up to the full amount of any other Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders of participating in such Registrable Shares Piggyback Registration, on the basis of the number of Registrable Shares owned Securities requested to be included therein by each such Holder, ; and (iiiD) thirdfourth, any other up to the full amount of securities requested to be included in such registration. If as a result Piggyback Registration by any Other Stockholders (other than the Trust) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Trust) so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including pricing) of the provisions of this Section 2.2.2(a) any Holder securities included in such Underwritten Offering; provided, that the Trust shall not be entitled allowed to include all Registrable Shares in such Piggyback Registration a minimum number of shares of New Common Stock equal to at least the lesser of (x) 25% of the number of shares of New Common Stock covered by such registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request and (y) the number of shares of New Common Stock it requests to include Registrable Shares in such registration statement.registration; and (bii) If a if such Piggyback Registration is an underwritten offering and was initiated by a security holder secondary registration for the account of holders of securities of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement registration: (iA) first, up to the full amount of securities of the Persons exercising “demand” registration rights requested to be included therein by therein; (B) second, up to the security holders requesting such registration and the full amount of Qualified Registrable Shares Securities requested to be included in such registrationPiggyback Registration by the participating Holders pursuant to Section 5.1 hereof and shares of New Common Stock requested to be included in such Piggyback Registration by the Trust pursuant to Section 5.1 of the Trust Registration Agreement, allocated among such Holders and the Trust on a Pro Rata Basis; (C) third, up to a full amount of any other Registrable Securities held by any Holders requested to be included therein allocated pro rata among the holders of Holders participating in such securities on Piggyback Registration, as the basis of the number of securities owned Registrable Securities requested to be included herein by each such holderHolder; (D) fourth, up to the full amount of securities proposed to be included in the registration by the Company; and (iiE) secondfifth, any other up to the full amount of securities requested to be included in such registration Piggyback Registration by the Other Stockholders (including other than the Trust) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Trust) so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold for without adversely affecting the account success of such Underwritten Offering; provided, that the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder Trust shall not be entitled allowed to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect a minimum number of a Piggyback Registration hereunder unless such Holder shares of New Common Stock equal to at least the lesser of (x) agrees to sell 25% of the number of shares of New Common Stock covered by such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company registration and (y) completes and executes all questionnaires, powers the number of attorney, indemnities, underwriting agreements and other documents, each shares of New Common Stock it requests to include in customary form, reasonably required such registration. The rights of the Holders under the terms of such underwriting arrangements; provided, however, that no such Holder this Section 5.2(ii) shall be required subject to make any representations or warranties in connection with any such registration other than representations the provision of Section 4.1(g) and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liensSection 4.4(b), claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationif applicable.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares Securities requested to be included in such registration, pro rata among the Holders of such Registrable Shares Securities on the basis of the number of Registrable Shares owned by each such Holder, and the (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(aa) any Holder shall not be entitled to include all Registrable Shares Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares Securities in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares Securities in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares Securities on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares Securities to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable SharesSecurities, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares Securities pursuant to such registration.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if The Company will cause the managing underwriter advises or underwriters of a proposed underwritten offering on behalf of the Company that the inclusion or others who have demanded such registration to permit holders of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effect, registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company shall included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver an opinion to the holders of Registrable Securities to the effect that the total amount of securities which such holders and the Company or others who demanded such registration propose to include in such registration statement offering exceeds the maximum amount that can be marketed (i) first, at a price reasonably related to the securities current market price of the Company proposes to sell, Common Stock or (ii) secondwithout materially and adversely affecting such offering, then the Registrable Shares requested amount of securities to be included in therein for the account of holders of Registrable Securities (allocated PRO RATA among such registration, pro rata among the Holders of such Registrable Shares holders on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities Securities requested to be included therein by each such holder) and other holders of Common Stock holding "piggyback" registration rights that are PARI PASSU with those of the security holders requesting of Registrable Securities granted in compliance with Section 1.3(c) will be reduced (pro rata among all such registration holders and to zero if necessary) to reduce the Registrable Shares requested total amount of securities to be included in such registrationoffering to the amount recommended by such managing underwriter or underwriters. The managing underwriter or underwriters, pro rata among applying the holders of same standard, may also (i) exclude entirely from such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested offering all Registrable Securities proposed to be included in such registration (including securities offering to be sold for the account extent the Registrable Securities are not of the Company). If same class as a result securities of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares Company included in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations offering or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) exclude entirely from such Holder’s power and authority offering (notwithstanding the last sentence of Section 1.3(a) above) any Registrable Securities as to effect which powers of attorney and/or custody arrangements reasonably satisfactory to such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, managing underwriter or underwriters and the liability of each such Holder will be Company are not established in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant a time frame reasonably satisfactory to such registrationparties.

Priority on Piggyback Registrations. (a) If a Piggyback Registration the registration statement under which the Issuer gives notice under this Section 2.2 is for an underwritten offering offering, the Issuer shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.2 shall be conditioned upon such Holder's participation in such underwriting and was initiated by the Companyinclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Notwithstanding any other provision of the Agreement, and if the managing underwriter advises determines in good faith that marketing factors require a limitation of the Company number of securities to be underwritten, the number of securities that may be included in the inclusion underwriting shall be allocated as follows: (i) with respect to an offering initiated by the Issuer on its own behalf, first, to the Issuer, and second to the Holders and any other securityholders of Registrable Shares requested the Issuer who have the right to include securities in such offering pro rata based on the number of securities proposed by such Persons to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, offering; and (ii) secondwith respect to an offering pursuant to demand registration rights of securityholders of the Issuer other than the Holders, first to the Registrable Shares requested securityholders pursuant to their demand registration rights, second to the Issuer, and third, to the Holders and any other securityholders of the Issuer who have the right to include securities in such offering pro rata based on the number of securities proposed by the Holders and such other securityholders to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registrationoffering. If as a result of the provisions of this Section 2.2.2(a2.2(b) any Holder shall not be entitled to include all Registrable Shares Securities in a registration an offering that such Holder has requested to be so included, such Holder may withdraw such Holder’s 's request to include Registrable Shares Securities in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder prior to completion of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementoffering. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If If, in connection with a Piggyback Registration, the lead or co-managing underwriter(s) advise(s) the Company, in writing, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration is an underwritten offering and was initiated by the Company, by others who have sought to have Registrable Securities registered pursuant to any rights to demand registration (other than pursuant to so called “piggyback” or other incidental or participation registration rights described herein) (such demand rights being “Other Demand Rights” and if such Persons being “Other Demanding Sellers”), by the managing underwriter advises Piggyback Sellers and by any other proposed sellers, as the Company that case may be, would adversely affect the inclusion distribution of Registrable Shares requested the securities sought to be included in the Registration Statement would cause an Adverse Effectsold pursuant thereto, then the Company shall include in such the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead or co-managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration is in connection with an offering for the Company’s own account, then (A) first, the such number of securities to be sold by the Company proposes to sellas the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (iiB) second, the Registrable Shares requested to be included in such registrationSecurities of Piggyback Sellers, pro rata among the Holders of such Registrable Shares on the basis of the number amount of such Registrable Shares owned Securities sought to be registered by each such HolderPiggyback Sellers, and (iiiC) third, other Shares of the Company sought to be registered by the Other Demanding Sellers and (D) fourth, other shares held by any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement.proposed sellers; and (bii) If a if the Piggyback Registration is relates to an underwritten offering and was initiated by a security holder of other than for the Company’s own account, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement then (iA) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, Securities of Piggyback Sellers pro rata among the holders of such securities on the basis of the amount of such Registrable Securities sought to be registered by such Piggyback Sellers, (B) second, such number of Registrable Securities sought to be registered by each Other Demanding Seller, pro rata in proportion to the number of securities owned by each such holder, and (ii) second, any other securities requested sought to be included in registered by all such registration Other Demanding Sellers, (including securities C) third, Shares to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (yD) completes and executes all questionnairesfourth, powers other shares of attorney, indemnities, underwriting agreements and the Company held by any other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationproposed sellers.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the CompanyNotwithstanding any other provision of this Article 3, and if the lead managing underwriter advises or underwriters advise, in the case of a registration requested pursuant to Section 3.2, 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 inclusion per share offering price) require a limitation of Registrable Shares requested the number of shares to be included in an underwritten offering (including Registrable Securities), then the Registration Statement would cause an Adverse EffectSilver Lake Transferee Group or the Company, as the Company case may be, shall include so advise all Piggyback Holders of Registrable Securities who have requested to participate in such registration statement offering, that (i) firstif the requested registration is pursuant to Section 3.2, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to number of shares that may be included in such registration, pro rata among the underwriting shall be allocated first to the Silver Lake Transferee Group and the Piggyback Holders of such Registrable Shares Securities who have duly requested shares to be included therein (whether pursuant to Section 3.2 or 3.3) on the a pro rata basis of based on the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein Securities held by the security holders requesting Silver Lake Transferee Group and all such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holderPiggyback Holders, and (ii) secondif the requested registration is not pursuant to Section 3.2, any other securities the number of shares that may be included in the underwriting shall be allocated first to the Company for its own account and second to the Piggyback Holders who have duly requested shares to be included in such registration (including securities therein pursuant to be sold for the account of the Company). If as Section 3.3 on a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares pro rata basis based on the basis provided in number of Registrable Securities held by all such Piggyback Holders. For any underwriting arrangements approved by Piggyback Holder which is a partnership, limited liability company or corporation, the Company and (y) completes and executes all questionnairespartners, powers of attorneymembers or stockholders, indemnitiesas applicable, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Piggyback Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability estates and Family Members of each any such Holder will partners, members and stockholders and any trusts for the benefit of any of the foregoing person(s) shall be in proportion to, deemed to be a single “Piggyback Holder,” and provided, further, that any pro rata reduction with respect to such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares “Piggyback Holder” pursuant to Section 3.3(c) shall be based upon the aggregate amount of shares carrying registration rights owned by all Persons deemed to constitute such registration“Piggyback Holder” (as defined in this sentence).

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if WIND shall use its reasonable best efforts to cause the managing underwriter advises the Company that the inclusion or underwriters of a proposed underwritten offering to permit holders of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effectregistration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of WIND included therein. Notwithstanding the Company shall foregoing, if the managing underwriter or underwriters of such underwritten offering have informed WIND in writing that in its or their view the total number or dollar amount of Common Equity Securities that the holders, WIND and any other Persons having rights to participate in such registration, intend to include in such registration statement offering is such as to adversely affect the success of such offering, then the number of Common Equity Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering shall be included in the following order: (i) first, the securities Common Equity Securities for the Company proposes account of WIND or, if the holders of Registrable Securities have in accordance with this Agreement approved the granting of registration rights to sellany third party, any third party initiating such registration; (ii) second, the Registrable Shares requested to be included in such registrationInvestor Shares, on a pro rata among the Holders of such Registrable Shares on the basis of based upon the number of Registrable Shares owned by each such Holder, and Securities owned; (iii) third, subject to the following paragraph, the Management Shares, on a pro rata basis based upon the number of Registrable Securities owned; and (iv) fourth, Common Equity Securities for the account of any other securities Persons, on a pro rata basis based upon the number of Registrable Securities owned. Notwithstanding anything contained herein to the contrary, WIND hereby agrees that (i) any Piggyback Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a Partner Distribution and (ii) WIND 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 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, if the managing underwriter or managing underwriters (if any) determine that the inclusion of the number of Management Shares proposed to be included in any such registration. If as a result of offering would adversely affect the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders marketability of such securities on the basis of the offering, WIND may exclude such number of securities owned by each Management Shares as necessary or desirable to negate such holderadverse impact. Notwithstanding anything herein the contrary, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder any offering under this Agreement (xwhether under Section 2, Section 3 or otherwise) agrees to sell such Holder’s Registrable Shares on the basis provided in no Stockholder or any underwriting arrangements approved by the Company and of its affiliates (y) completes and executes all questionnairesother than WIND), powers of attorneyofficers, indemnitiesdirectors, underwriting agreements and other documentsmembers, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder stockholders or representatives shall be required directly or indirectly to make any representations or warranties to, or agreements with, WIND or the underwriters (including, without limitation, agreements with respect to indemnification) other than representations, warranties or agreements regarding such Stockholder, its ownership of and title to the Registrable Securities and its intended method of distribution, and any liability of any such Stockholder or its affiliates (other than WIND) 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 securities sold by such Stockholder were offered to the public (net of discounts and commissions paid by such Stockholder in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationoffering).

Priority on Piggyback Registrations. (aFollowing a request by any Holder pursuant to Section 3(a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the for inclusion of Registrable Shares in a Piggyback Registration, Holders shall be permitted to include up to all such Registrable Shares in any offering to be conducted pursuant to such registration statement, on the same terms and conditions as apply to the securities of the REIT or the account of such other securities holder, as the case may be, included therein. Notwithstanding the foregoing, if the offering is a firm commitment underwritten offering and, the managing underwriter or underwriters participating in such offering advise the REIT in writing that the total amount of securities requested to be included in such offering exceeds the amount (the “Target Amount”) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the number of Registrable Shares to be included in the Piggyback Registration Statement would cause an Adverse Effector offering may be reduced to the extent required to ensure the aggregate size of the offering does not exceed the Target Amount, based on the following priorities: (i) if the Piggyback Registration is on behalf of the REIT, the Company REIT shall include in such registration statement (i) first, the securities of the Company REIT that the REIT proposes to sell, and second (ii) secondto the extent the amount of such securities to be sold by the REIT is less than the Target Amount), the Registrable Shares requested to be included in such registrationregistration by one or more Holders and the securities requested to be included in such registration by other holders, pro rata among the Holders of such Registrable Shares and other holders on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that by each such Holder has requested to be so includedand other holder, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement.respectively; and (bii) If a if the Piggyback Registration is an underwritten offering and was initiated by a security holder on behalf of holders of the Company, and if REIT’s securities (other than the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse EffectHolders), the Company REIT shall include in such registration statement (i) first, the securities of the REIT requested to be included therein by the security holders initially requesting such registration registration, and second (to the extent the amount of such securities to be sold by such other holders is less than the Target Amount), the Registrable Shares requested to be included in such registration, pro rata among registration by one or more Holders and the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for by other holders, pro rata among the account Holders and other holders on the basis of the Company). If as a result number of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has and other securities requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved included by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion toand other holder, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationrespectively.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering registration and was initiated by the Company, and if the managing underwriter advises underwriter(s) of the offering advise the Company in writing that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of its opinion the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of registration exceeds the provisions of this Section 2.2.2(a) any Holder shall not number which can be entitled to sold without adversely affecting such offering, the Company will include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (bi) If a first, if the Piggyback Registration is an underwritten offering and was initiated by a security holder registration on behalf of the Company, and if Company the managing underwriter advises securities the Company that the inclusion of Registrable Shares proposes to sell for its own account, (ii) second, after all securities described under clause (i) requested to be included in the Registration Statement would cause an Adverse Effectsuch registration have been so included, the Company shall include in Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares of Equity Securities have applicable demand and/or piggyback rights requested to be included in such registration, pro rata among the holders of such securities Total Registrable Securities and such other Equity Securities on the basis of the number of securities owned by Total Registrable Securities and such other Equity Securities each such holderholder 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) secondrequested to be included in such registration have been so included, any other securities requested to be included in such registration registration, up to a number of such other securities that, when combined with the securities described under clauses (including i) and (ii) included in such registration, causes the total number of securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares included in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold less than or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority equal to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationOptimal Number.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if the managing underwriter for an Underwritten Offering to be made by the Company advises the Company in writing that the inclusion of Registrable Shares Securities in such offering would cause an adverse effect on such offering, and the Company notifies, in writing, each Holder that has requested its Registrable Securities be so included of such advice, then (i) the number of such Holder’s or Holders’ Registrable Securities to be included in the Registration Statement shall be reduced to an amount which, in the judgment of such managing underwriter, would cause an Adverse Effecteliminate such adverse effect or (ii) if no such reduction would, in the judgment of such managing underwriter, eliminate such adverse effect, then the Company shall include in have the right to exclude all such registration statement (i) firstRegistrable Securities from such Registration Statement; provided, however, that no other securities that are the securities the Company proposes to sell, (ii) second, same as the Registrable Shares Securities that had been requested to be included in a Registration Statement by any Holder pursuant to Section 5(a)(i) are included and offered for the account of any other Person (other than the Company) in such registration, pro rata among the Holders of such Registrable Shares on the basis of Registration Statement. Any partial reduction in the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested Securities to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement pursuant to clause (i) first, of the immediately preceding sentence shall be effected on a pro rata basis among each of the Holders requesting inclusion of Registrable Securities in such Registration Statement and each of the other holders of securities requested to be included therein by of the security holders Company that are requesting inclusion of securities of the Company in such registration and Registration Statement that are the same as the Registrable Shares Securities that had been requested to be included in such registration, pro rata among the holders of such securities Registration Statement based on the basis of ratio that the number of Registrable Securities or other securities owned by of the Company that each such holder, and (ii) second, any Holder or each such other securities holder requested to be included in such registration (including Registration Statement bears to the total number of Registrable Securities and other securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include Company that all Registrable Shares in a registration that Holders and such Holder has other holders requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares included in such registration statementRegistration Statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (ai) If a Piggyback Registration is relates to an underwritten offering and was initiated by the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (ia) first, the securities the Company proposes to sell, (iib) second, if and to the extent the managing underwriter or underwriters advise the Company that the inclusion thereof will not prevent the sale of the securities described in clause (a) in an orderly manner at a price acceptable to the Company, the Registrable Shares Securities requested to be included in such registration, registration pursuant to Section 2.3.1 (any required cut-back under this clause (b) to be applied pro rata among the Holders of such Registrable Shares based on the basis of the number of Registrable Shares owned by Securities that each such HolderHolder has requested be included), and (iiic) third, if and to the extent the managing underwriter or underwriters advise the Company that the inclusion thereof will not prevent the sale of the securities described in clause (a) in an orderly manner at a price acceptable to the Company, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementsecurities. (bii) If a Piggyback Registration is relates to an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effectother than a Holder, the Company shall include in such registration statement (ia) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among and (b) second, if and to the extent the managing underwriter or underwriters advise the Company that the inclusion thereof will not prevent the sale of the securities described in clause (a) in an orderly manner at a price acceptable to the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) secondthose securities, any other securities Registrable Securities requested to be included in such registration pursuant to Section 2.3.1 (including securities any required cut-back under this clause (b) to be sold for applied pro rata based on the account number of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration Securities that such each Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement). (ciii) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares Securities on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documentsdocuments and delivers all opinions, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (ia) such Holder’s ownership of his or its Registrable Shares Securities to be sold or transferred free and clear of all liens, claims, and encumbrances, (iib) such Holder’s power and authority to effect such transfer, and (iiic) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such Holders selling Registrable Sharesunderwriting arrangements, and the liability of each such Holder will be in proportion tothereto, and provided, further, that under the terms of any such agreement such liability will be limited to, to the net amount received by such Holder from the sale of his or its Registrable Shares Securities pursuant to such registration; and provided, further, that any such indemnification provided by a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by such Holder relating to such Holder specifically for inclusion in the registration statement.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is to be an underwritten offering and was initiated by the Companyoffering, and if the managing underwriter investment bank advises the Company in writing that in their opinion the inclusion number of Registrable Shares securities requested to be included in such registration exceeds the Registration Statement would cause an Adverse Effectnumber which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall will include in such registration statement (i) registration: i. first, the securities the Company proposes to sell, (sell for its own account; ii) . second, the Registrable Shares Securities issued or issuable upon conversion of shares of Series A Preferred Stock requested to be included in such registrationregistration by the Series A Holders, pro rata among the such Series A Holders of such Registrable Shares Securities, on the basis of the number of such Registrable Shares owned Securities requested to be included in such registration by each of such Holder, and (Series A Holders; and iii) . third, the Registrable Securities requested to be included in such registration by the Common Holders and any securities requested to be included in such registration by any other Person pursuant to a demand registration request, other than Persons having a lower priority of registration than the Common Holders, pro rata among the Common Holders of such Registrable Securities and such other Persons, on the basis of the number of securities requested to be included in such registration by each of such Common Holders and such other Persons; and iv. thereafter, other securities requested to be included in such registration. If , as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated determined by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion . The Holders of any Registrable Shares requested Securities to be included in an underwritten offering shall enter into an underwriting agreement (which shall be in customary form, may include agreements as to indemnification and contribution, and shall provide that the Registration Statement would cause an Adverse Effectrepresentations and warranties by the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders). Notwithstanding (i) – (iv) above, the Company shall include number of securities held by each Holder of Series A Preferred Stock to be included in such registration statement (i) first, shall not be reduced to less than 20% of the total number of securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If If, in connection with a Piggyback Registration, the lead or co-managing underwriter(s) advise(s) the Company, in writing, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration is an underwritten offering and was initiated by the Company, by others who have sought to have Registrable Securities registered pursuant to any rights to demand registration (other than pursuant to so called “piggyback” or other incidental or participation registration rights described herein) (such demand rights being “Other Demand Rights” and if such Persons being “Other Demanding Sellers”), by the managing underwriter advises Piggyback Sellers and by any other proposed sellers, as the Company that case may be, would adversely affect the inclusion distribution of Registrable Shares requested the securities sought to be included in the Registration Statement would cause an Adverse Effectsold pursuant thereto, then the Company shall include in such the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead or co-managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration is in connection with an offering for the Company’s own account, then (A) first, the such number of securities to be sold by the Company proposes to sellas the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (iiB) second, the Registrable Shares requested to be included in such registrationSecurities of Piggyback Sellers, pro rata among the Holders of such Registrable Shares on the basis of the amount of such Registrable Securities sought to be registered by such Piggyback Sellers, (C) third, other Shares of the Company sought to be registered by the Other Demanding Sellers and (D) fourth, other shares held by any other proposed sellers; and (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of Registrable Shares owned Securities sought to be registered by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registrationOther Demanding Seller, pro rata among in proportion to the holders number of securities sought to be registered by all such securities Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers pro rata on the basis of the number amount of securities owned by each such holder, and (ii) second, any other securities requested Registrable Securities sought to be included in registered by such registration Piggyback Sellers, (including securities C) third, Shares to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (yD) completes and executes all questionnairesfourth, powers other shares of attorney, indemnities, underwriting agreements and the Company held by any other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationproposed sellers.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering by or through one or more underwriters of recognized standing and was initiated by the Company, and if the managing underwriter advises underwriters advise the Company 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 inclusion number of Registrable Shares securities requested to be included in such registration exceeds the Registration Statement would cause an Adverse Effectnumber which can be sold in such offering without materially and adversely affecting the marketability of the offering, the Company then any such registration shall include the maximum number of shares which such managing underwriters advise can be sold in such registration statement offering allocated as follows: (i) first, the securities the Company proposes party or parties initiating such offering propose to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, (x) if the Company has initiated such offering, the Registrable Securities to be included in such registration by the Holders and securities of other holders of registration rights under the Existing Registration Rights Agreement, with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so includedtherein, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration if a party other than representations and warranties as the Company initiated such offering (subject to (iSection 3(b)(i) such Holder’s ownership of his or its Registrable Shares above), securities proposed to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that by the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited toCompany, the net Registrable Securities to be included in such registration by the Holders and securities of other holders of registration rights under the Existing Registration Rights Agreement, with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among the Company, the Holders and such other holders), based on the amount received by such Holder from the sale of his or its Registrable Shares pursuant Securities and other securities requested to such registrationbe included therein.

Priority on Piggyback Registrations. If, in connection with a Piggyback Registration, any managing underwriter (a) If a or, if such Piggyback Registration is not an underwritten offering and was initiated Underwritten Offering, a nationally recognized independent investment bank selected by the Company, and if the managing underwriter ) advises the Company that in writing that, in its opinion, the inclusion of Registrable Shares requested 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 Statement pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of equity securities of the Company (such Persons being “Other Proposed Sellers”), as the case may be, would cause an Adverse Effectadversely affect the marketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in such the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such underwriter can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, the such number of equity securities to be sold by the Company proposes to sellas determined by the Company, (iiB) second, the Registrable Shares requested to be included in such registrationSecurities of Piggyback Sellers, pro rata among the Holders of such Registrable Shares on the basis of the number amount of such Registrable Shares owned Securities held by each such HolderPiggyback Sellers, and (iiiC) third, other equity securities held by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of equity securities requested sought to be included registered by each Other Demanding Seller, pro rata in such registration. If as a result proportion to the number or aggregate dollar amount of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested securities sought to be so includedregistered by all such Other Demanding Sellers, such Holder may withdraw such Holder’s request (B) second, other equity securities to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated be sold by a security holder of the Company as determined by the Company, and if the managing underwriter advises the Company that the inclusion (C) third, Registrable Securities of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, Piggyback Sellers pro rata among the holders of such securities on the basis of the number amount of securities owned such Registrable Securities held by each such holderPiggyback Sellers, and (iiD) secondfourth, other equity securities held by any other securities requested to be included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementOther Proposed Sellers. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. If, in connection with a Piggyback Registration, any managing underwriter (a) If a or, if such Piggyback Registration is not an underwritten offering offering, a nationally recognized independent underwriter selected by the Company) advises the Company and was initiated 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 rights 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 other Persons, being “Other Demanding Sellers”), or by any holders of securities (including the Investors) seeking to sell such securities in such Piggyback Registration (“Piggyback Sellers”), in each case, if any would materially adversely affect the managing underwriter advises marketability of the Company that the inclusion of Registrable Shares requested securities sought to be included in the Registration Statement would cause an Adverse Effectsold pursuant thereto, then the Company shall include in such the registration statement applicable to such Piggyback Registration only such securities as the Company, the Other Demanding Sellers, and the Piggyback Sellers are so advised by such underwriter can be sold without such an effect (the “Maximum Piggyback Number”), as follows and in the following order of priority: (i) first, if the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering on behalf of the Company and was initiated not a Demanding Investor pursuant to Section 2.01 hereof or any Person exercising Other Demand Rights (whether or not other Persons seek to include securities therein pursuant to so-called “piggyback” or other incidental or participatory registration rights) (a “Primary Offering”), then (A) first, such number of securities to be sold by a security holder of the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined; and (B) second, if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned to be included under clause (A) above is less than the Maximum Piggyback Number, pro rata in proportion to the securities sought to be registered by each such holderall the Piggyback Sellers which in the aggregate, and when added to the number of securities to be registered under clause (A) above, equals the Maximum Piggyback Number; and (ii) if the Piggyback Registration is an offering other than pursuant to a Primary Offering or a Demand Registration, then (A) first, such number of securities sought to be registered by each Other Demanding Seller, pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers; and (B) second, any other if the number of securities requested to be included under clause (A) above is less than the Maximum Piggyback Number, the number of securities sought to be registered by each Piggyback Seller, pro rata in such registration proportion to the securities sought to be registered by all the Piggyback Sellers, which in the aggregate, when added to the number of securities to be registered under clause (including A) above, equals the Maximum Piggyback Number; and (C) third, if the number of securities to be included under clauses (A) and (B) above is less than the Maximum Piggyback Number, the number of securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company for its own account, which in the aggregate, when added to the number of securities to be registered under clauses (A) and (yB) completes and executes all questionnairesabove, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under equals the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationMaximum Piggyback Number.

Priority on Piggyback Registrations. (a) If Xoom will cause the ----------------------------------- managing underwriter or underwriters of a Piggyback Registration is an underwritten offering proposed Underwritten Offering on behalf of Xoom to permit NBC to include therein all such Registrable Securities requested to be so included on the same terms and was initiated by conditions as any securities of Xoom included therein. Notwithstanding the Companyforegoing, and if the managing underwriter advises or underwriters of such Underwritten Offering delivers a written opinion to the Company NBC to the effect that (i) the inclusion total amount of securities that NBC and Xoom propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Shares requested Securities by NBC (except if NBC has theretofore waived its right to withdraw all or part of its Registrable Securities pursuant to Section 3(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included in therein for the Registration Statement would cause an Adverse Effectaccount of NBC will, the Company shall include in such registration statement (i) firstif necessary, the securities the Company proposes to sell, (ii) second, the Registrable Shares requested to be reduced and there will be included in such registrationunderwritten offering the number of Registrable Securities that, in the written opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering, the securities of any holder or holders of securities initiating the registration shall receive priority in such Underwritten Offering to the full extent of the securities such holder or holders desire to sell and the remaining allocation available for sale, if any, shall be allocated pro rata among the Holders of such Registrable Shares NBC and any other holders on the basis of the number --- ---- amount of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities requested to be included therein by each such holder. The managing underwriter or Registration Rights Agreement underwriters, applying the security holders requesting same standard, may also exclude entirely from such registration and the offering all Registrable Shares requested Securities proposed to be included in such registration, pro rata among offering to the holders of such securities on extent the basis Registrable Securities are not of the number same class as securities of securities owned by each such holder, and (ii) second, any other securities requested to be Xoom included in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statementoffering. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. (a) If the managing underwriter for a Piggyback Registration is effected by means of an underwritten offering and was initiated by Underwritten Offering (or in the Companycase of a Piggyback Registration not being underwritten, and if the managing underwriter Xerox, in good faith) advises the Company that Holders in writing that, in its or their good faith judgment, the inclusion of the Registrable Shares requested Securities and securities proposed to be included by Holders who have elected to participate pursuant to Section 3.01 (“Piggybacking Demand Holders”) and any other Persons who have elected to participate in the Registration Statement such offering pursuant to written agreements with Xerox (“Piggybacking Third Party Holders” and, together with any Piggybacking Demand Holders, “Piggybacking Holders”) and proposed to be included by Xerox, would cause an Adverse Effect, the Company then Xerox shall be obligated to include in such Registration Statement only that number of Registrable Securities which, in the judgment of the managing underwriter (or Xerox in good faith, as applicable), would not have an Adverse Effect, in the priority listed below: (a) if the registration statement is undertaken for Xerox’s account: (ix) first, the securities the Company proposes that Xerox desires to sellinclude, and (iiy) second, only if all of the securities referred to in clause (x) have been included, the securities (or, in the case of a Holder, the Registrable Shares requested Securities) proposed to be included by the Piggybacking Holders. Any reduction in the number of securities to be included in such registration, pro rata among a Registration Statement pursuant to the Holders of such Registrable Shares on the basis of foregoing clause (y) shall be effected by allocating the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in (after including securities contemplated by clause (x)) among all the Piggybacking Holders based for each such registration. If as a result Piggybacking Holder on the percentage derived by dividing (i) the aggregate number of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Common Shares in a registration that such Piggybacking Holder has requested to be so included, holds by (ii) the total number of Common Shares that all such Holder may withdraw such Holder’s request to include Registrable Shares Piggybacking Holders hold in such registration statement.the aggregate; (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises registration is undertaken at the Company that demand of a securityholder of Xerox (other than the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse EffectHolders), the Company shall include in such registration statement (ix) first, the securities requested that the demanding securityholder desires to include, and (y) second, only if all of the securities referred to in clause (x) have been included, the securities (or in the case of Holders, the Registrable Securities) proposed to be included therein by the security holders requesting such registration Piggybacking Holders and by Xerox. Any reduction in the Registrable Shares requested number of securities to be included in such registration, pro rata among a Registration Statement pursuant to the holders of such securities on the basis of foregoing clause (y) shall be effected by allocating the number of securities owned to be included (after including securities contemplated by clause (x)) among the Piggybacking Holders based for each such holder, and Piggybacking Holder on the percentage derived by dividing (i) the aggregate number of Common Shares that such Piggybacking Holder holds by (ii) second, any other securities requested to be included the total number of Common Shares that all such Piggybacking Holders hold in such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangementsaggregate; provided, however, that no such Holder Xerox shall be required entitled to make participate on a pro rata basis up to the sum of the number of securities allocated to the Piggybacking Holders pursuant to this sentence, unless the managing underwriter (or in the case of a Piggyback Registration not being underwritten, Xerox, in good faith) determines that inclusion of additional securities by Xerox above such amount would not cause an Adverse Effect; and (c) if the registration is undertaken at the demand of a Requesting Holder, (x) first, the securities that the Requesting Holder and any representations or warranties Piggybacking Demand Holders desire to include, which shall be allocated among such Holders on a pro rata basis in connection with any proportion to the number of Registrable Securities held by such registration other than representations Holders, and warranties as (y) second, only if all of the securities referred to in clause (x) have been included, the securities proposed to be included by the Piggybacking Third Party Holders and by Xerox. Any reduction in the number of securities to be included in a Registration Statement pursuant to the foregoing clause (y) shall be effected by allocating the number of securities to be included (after including securities contemplated by clause (x)) among the Piggybacking Third Party Holders based for each such Piggybacking Third Party Holder on the percentage derived by dividing (i) the aggregate number of Common Shares that such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, Piggybacking Third Party Holder holds by (ii) the total number of Common Shares that all such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requestedPiggybacking Third Party Holders hold in the aggregate; provided, further, however, that Xerox shall be entitled to participate on a pro rata basis up to the obligation sum of such Holder the number of securities allocated to indemnify the Piggybacking Third Party Holders pursuant to any this sentence, unless the managing underwriter (or in the case of a Piggyback Registration not being underwritten, Xerox, in good faith) determines that inclusion of additional securities by Xerox above such underwriting arrangements shall be several, amount would not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationcause an Adverse Effect.

Priority on Piggyback Registrations. (a) If a Piggyback Registration is an underwritten offering and was initiated by the Company, and if The Corporation shall use reasonable efforts to cause the managing underwriter advises the Company that the inclusion or underwriters of a proposed underwritten offering to permit holders of Registrable Shares Securities requested to be included in the Registration Statement would cause an Adverse Effectregistration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Corporation included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Corporation in writing that it is their good faith opinion that the total amount of securities that such holders, the Company shall Corporation and any other Persons having rights to participate in such registration, intend to include in such registration statement offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) first, for the securities account of holders of Registrable Securities (other than the Company proposes to sell, Corporation) and (ii) secondfor the account of all such other Persons (other than the Corporation) 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 underwriters by first reducing, or eliminating if necessary, all securities of the Corporation requested to be included by such other Persons (other than the Corporation) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among such holders on the basis of the percentage of the Registrable Shares Securities requested to be included in such registration, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of the Company, and if the managing underwriter advises the Company that the inclusion of Registrable Shares requested to be included in the Registration Statement would cause an Adverse Effectby such holders. Notwithstanding anything contained herein to the contrary, the Company shall include in such registration statement Corporation hereby agrees that (i) firstany Piggyback Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the securities requested to be included therein by the security holders requesting such registration principal stockholders’ chart and the plan of distribution) as may be requested by a holder of Registrable Shares requested Securities to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, allow for a Partner Distribution and (ii) secondthe Corporation shall, at the request of any other securities requested holder of Registrable Securities seeking to be effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial Registration Statement, or revise such registration (including securities to be sold for the account of the Company). If as a result of the provisions of this Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that language if deemed reasonably necessary by such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. (c) No Holder may participate in any registration statement in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority holder to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Shares pursuant to such registrationPartner Distribution.