Common use of Reduction of Offering Clause in Contracts

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) the size of the offering that the Holders, the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons persons or entities intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter’s advice's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons persons or entities as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or holders, pro rataentities is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise the Company and the Holders are of the Registrable Securities included in such offering that, in their judgment, opinion that (i) the size of the offering that the Holders, the Company and and/or such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons persons or entities intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter’s advice's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, that -------- if securities are being offered for the account of other Persons persons or entities as well as the Company, then the Company shall include in such offering: (1) firstin the case of a Primary Registration, securities that the Company proposes to offer; (2) second, reduction in the amount of securities requested to be included therein offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or holders, pro rata; and (4) fourth, any other securities; and entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if If the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise for a Piggyback Offering advises the Company and that in its opinion the Holders inclusion of the Registrable Securities all securities requested to be included in such offering thatPiggyback Offering (whether by the Company, in their judgmentthe Registration Rights Parties or any other Person) may have a Negative Impact, (i) then all such shares to be included therein shall be limited to the size of the offering shares that the Holders, the Company managing Underwriter believes can be sold without a Negative Impact and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability of the offering would shall be adversely affected by inclusion of the Registrable Securities requested to be included, thenallocated as follows: (A) if If the size of Piggyback Offering is initiated by the offering is Company for its own account: (1) first, to the basis Company, (2) second, to the extent that any additional shares can, in the opinion of such managing Underwriter’s advice, be sold without a Negative Impact, to the amount parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Piggyback Offering pursuant to such agreement in accordance with the terms of securities such agreement, (3) third, to the extent that any additional shares can, in the opinion of such managing Underwriter, be offered for sold without a Negative Impact, to the accounts of Holders shall be reduced Registration Rights Parties who properly requested to include their Registrable Securities in such Piggyback Offering (on a pro rata (according to basis based on the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities properly requested by such Persons to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; providedPiggyback Offering), that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and and (4) fourth, to the extent that any additional shares can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to other securitiessecurityholders who properly requested to include their securities in such Piggyback Offering pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreement; and (B) if If the combination Piggyback Offering is initiated by the Company for the account of securities a Person pursuant to be offered is an agreement, other than this Agreement, with the basis Company that provides for registration rights: (1) first, to such Person, (2) second, to the extent that any additional shares can, in the opinion of such managing Underwriter’s advice, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Piggyback Offering pursuant to such agreement in accordance with the terms of such agreement, (x3) third, to the extent that any additional shares can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the Registration Rights Parties who properly requested to include their Registrable Securities in such Piggyback Offering (on a pro rata basis based on the number of Registrable Securities properly requested by such Persons to be included in such offering shall be reduced as described in clause the Piggyback Offering), (A4) above (subject fourth, to the provisos in clause (A)) or (y) if the actions described in clause (x) wouldextent that any additional shares can, in the judgment opinion of the such managing Underwriter or UnderwritersUnderwriter, be insufficient sold without a Negative Impact, to substantially eliminate the adverse effect Company, and (5) fifth, to the extent that inclusion any additional shares can, in the opinion of the Registrable Securities such managing Underwriter, be sold without a Negative Impact, to other securityholders who properly requested to be included would have on include their securities in such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering Piggyback Offering pursuant to an agreement, other than this clause (B) Agreement and other than the Existing Registration Rights Agreement, with the Company that provides for registration rights in accordance with the case terms of a Demand Registrationsuch agreement.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1(c), Section 2.2 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) writing that the size of the applicable underwritten offering that the Holders, the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are is such that the marketability success of the offering would be adversely affected by inclusion of the Registrable Securities number of securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s advice, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to a number that, in the opinion of such managing Underwriter or Underwriters can be sold without having such an adverse effect, and such number of Registrable Securities proposed for registrationsecurities shall be allocated as follows: (a) to in the extent necessary to reduce event of an Underwritten Shelf Offering or an Underwritten Demand Offering, the total amount of securities to be included in such offering Underwritten Shelf Offering or Underwritten Demand Offering shall be allocated solely to the amount recommended by Holders that have requested to participate in such managing Underwriter Underwritten Shelf Offering or Underwriters; provided, that, in Underwritten Demand Offering on a pro rata basis based on the case of a Demand Registration, the relative number of Registrable Securities then held by them; and (b) in the event of an Underwritten Piggy-Back Offering, the securities to be included in such Demand Registration Underwritten Piggy-Back Offering shall not be reduced unless all allocated, (i) first, to the Company and/or any Person (other than a Holder) exercising a contractual right to demand the registration and sale of its securities in such Underwritten Piggy-Back Offering (it being understood there are first entirely excluded from no such underwriting; provided furthercontractual rights in effect as of the date of this Agreement), that, in as the case of may be, (ii) second, and only if all the securities referred to in clause (i) have been included, to the Holders that have requested to participate in such Underwritten Piggy-Back Offering on a GI Demand Registration, pro rata basis based on the relative number of Registrable Securities then held by each of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: them and (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3iii) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) and only if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion all of the Registrable Securities requested referred to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this in clause (Bii) have been included, any other securities eligible for inclusion in such Underwritten Piggy-Back Offering (it being understood there are no such eligible securities as of the case date of a Demand Registrationthis Agreement).

Reduction of Offering. Notwithstanding anything contained herein, if If the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise for a Piggyback Offering advises the Company and that in its opinion the Holders inclusion of the Registrable Securities all securities requested to be included in such offering thatPiggyback Offering (whether by the Company, in their judgmentthe Registration Rights Parties or any other Person) may have a Negative Impact, (i) then all such shares to be included therein shall be limited to the size of the offering shares that the Holders, the Company managing Underwriter believes can be sold without a Negative Impact and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability of the offering would shall be adversely affected by inclusion of the Registrable Securities requested to be included, thenallocated as follows: (A) if If the size of Piggyback Offering is initiated by the offering is Company for its own account: (1) first, to the basis Company, (2) second, to the extent that any additional shares can, in the opinion of such managing Underwriter’s advice, be sold without a Negative Impact, to the amount parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Piggyback Offering pursuant to such agreement in accordance with the terms of securities such agreement, (3) third, to the extent that any additional shares can, in the opinion of such managing Underwriter, be offered for sold without a Negative Impact, to the accounts of Holders shall be reduced Registration Rights Parties who properly requested to include their Registrable Securities in such Piggyback Offering (on a pro rata (according to basis based on the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities properly requested by such Persons to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; providedPiggyback Offering), that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and and (4) fourth, to the extent that any additional shares can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to other securitiessecurityholders who properly requested to include their securities in such Piggyback Offering pursuant to an agreement, other than this Agreement and other than the Existing Registration Rights Agreement, with the Company that provides for registration rights in accordance with the terms of such agreement; and (B) if If the combination Piggyback Offering is initiated by the Company for the account of securities a Person pursuant to be offered is an agreement, other than this Agreement, with the basis Company that provides for registration rights: (1) first, to such Person, (2) second, to the extent that any additional shares can, in the opinion of such managing Underwriter’s advice, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Piggyback Offering pursuant to such agreement in accordance with the terms of such agreement, (x3) third, to the extent that any additional shares can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the Registration Rights Parties who properly requested to include their Registrable Securities in such Piggyback Offering (on a pro rata basis based on the number of Registrable Securities properly requested by such Persons to be included in such offering shall be reduced as described in clause the Piggyback Offering), (A4) above (subject fourth, to the provisos in clause (A)) or (y) if the actions described in clause (x) wouldextent that any additional shares can, in the judgment opinion of the such managing Underwriter or UnderwritersUnderwriter, be insufficient sold without a Negative Impact, to substantially eliminate the adverse effect Company, and (5) fifth, to the extent that inclusion any additional shares can, in the opinion of the Registrable Securities such managing Underwriter, be sold without a Negative Impact, to other securityholders who properly requested to be included would have on include their securities in such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering Piggyback Offering pursuant to an agreement, other than this clause (B) Agreement and other than the Existing Registration Rights Agreement, with the Company that provides for registration rights in accordance with the case terms of a Demand Registrationsuch agreement.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise the Company and the Holders are of the Registrable Securities included in such offering that, in their judgment, opinion that (i) the size of the offering that the Holders, the Company and and/or such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons persons or entities intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter’s advice's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, that -------- if securities are being offered for the account of other Persons persons or entities as well as the Company, then the Company shall include in such offering: (1) firstin the case of a Primary Registration, securities that the Company proposes to offer; (2) second, reduction in the amount of securities requested to be included therein offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or holders, pro rata; and (4) fourth, any other securities; and entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if --------------------- the managing Underwriter or Underwriters of an offering described in Section 2.1 or 2.2 or Section 2.3 hereof shall advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, Parent that (i) the size of the offering that the HoldersLarge Shareholder, the Company Parent and such any other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the HoldersLarge Shareholder, the Company and/or any Parent and such other Persons persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then then (A) if the size of the offering is the basis of such Underwriter’s 's advice, the amount of securities Registrable Securities to be offered for the accounts account of Holders such Large Shareholder shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, provided that (x) in the case of a Demand Registration, the number amount of Registrable Securities to be included in offered for the account of such Demand Registration Large Shareholder shall not be reduced unless all only after the amount of securities to be offered for the account of Parent and such other securities are first entirely excluded from such underwriting; provided furtherpersons has been reduced to zero except and to the extent prohibited by the terms of any registration rights or other agreement in effect with any of the Priority Holders, that, and (y) in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of persons other Persons as well as the Companythan Parent, then after all securities of the Company shall include in persons requesting such offering: registration have been included (1) firstthe "Demand Shareholders"), securities that the Company proposes to offer; (2) second, securities requested proportion by which the amount of such Registrable Securities intended to be included therein offered for the account of such Large Shareholder is reduced shall not exceed the proportion by which the amount of such securities intended to be offered for the account of persons other than the Demand Shareholders is reduced except and to the extent prohibited by the terms of any registration rights or other agreement in effect with any of the Priority Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s 's advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) ), or (y) in the case of a Piggyback Registration, if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no . If the managing underwriter has not limited the number of Registrable Securities or other securities to be underwritten, Parent and officers and directors of Parent may include its or their securities for its or their own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be excluded from an offering pursuant to this clause (B) in the case of a Demand Registrationlimited.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 Sections 2.1(b), 2.2(d) or Section 2.3 hereof advise in writing to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (ia) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (iib) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons persons or entities intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (Ai) if the size of the offering is the basis of such Underwriter’s advicedetermination, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities of a different class are being offered for the account of other Persons persons or entities as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or holders, pro rataentities is reduced; and and (4) fourth, any other securities; and (Bii) if the combination kind of securities to be offered is the basis of such Underwriter’s advicedetermination, (xA) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the provisos proviso in clause (Ai)) or or, (yB) if the actions described in clause (xA) would, in the commercially reasonable judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.1(b) or Section 2.3 hereof advise the Company (c) deliver a written opinion to Ashford Prime and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company Ashford Prime and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the HoldersAshford Trust OP, the Company and/or any Ashford Prime and such other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then: (Ai) if the size of the offering is the basis of such Underwriter’s adviceopinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, provided that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of other Persons as well as the CompanyAshford Prime, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder or holdersclass of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced, pro rataif Ashford Prime has the right to reduce such other Person’s allocation; and (4) fourth, any other securities; and (Bii) if the combination of securities to be offered is the basis of such Underwriter’s adviceopinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the provisos proviso in clause (Ai)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything to the contrary contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof shall advise the Company and the Holders of the Registrable Securities included in such offering Issuer that, in their its judgment, either (ia) the size of the offering that the Holders, the Company Issuer and such other Persons persons intend to make exceeds the size that can be sold in an orderly manner in such offering within a price range acceptable to the Holders, the Issuer or such other persons participating in the offering, or (iib) in the case of a Piggy-Back Registration onlyRegistration, the kind type of securities that the Holders, the Company and/or any other Persons intend proposed to include be offered in such offering are registration statement by the Holders or such that other persons would materially adversely affect such offering, then in the marketability case of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (Aa) if the size of the offering is the basis of such Underwriter’s adviceabove, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) ), 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration initiated for the account of the Issuer, the amount of Registrable Securities being offered by Holders shall be reduced before the amount of securities being offered by the Issuer is reduced but, subject to (b) above, the proportion by which the amount of Registrable Securities being offered by Holders is reduced shall not exceed the proportion by which the amount of such securities intended to be offered by such other persons or entities is reduced; provided further that, in the case of a Piggy-Back Registration initiated for the account of other persons or entities, then the amount of Registrable Securities being offered by Holders shall be reduced before the amount of securities being offered by such other persons or entities or the Issuer is reduced; and provided further that, in the case of a Demand Registration, if securities are being offered for the account of other Persons as well as persons or entities or for the Companyaccount of the Issuer, then the Company shall include in amount of such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein being offered by such other persons or entities or by the Holders, pro rata; (3) third, securities that Issuer shall be reduced before the amount of any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities Registrable Securities intended to be offered by Holders is reduced; and in the basis case of (b) above, the type of securities proposed to be offered in such Underwriter’s advice, (x) the Registrable Securities to registration statement by Holders or such other persons shall not be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registrationregistration statement.

Reduction of Offering. Notwithstanding Subject to any superior rights contained in agreements of the Company existing on the date of this Agreement that conflict with the rights of the Holders and notwithstanding anything contained herein, if the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 5.01 or Section 2.3 5.02 hereof advise the Company and delivers a written opinion to the Holders of the Registrable Securities included in such offering that, in their judgment, (i) that the size of the offering that the Holders, the Company and such or any other Persons intend Person intends to make or (ii) in the case of a Piggy-Back Registration only, the kind or combination of securities that the Holders, the Company and/or and any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s advice, then the amount of any securities proposed to be offered for the accounts of Holders shall be reduced pro rata or excluded from the offering as follows: (according to the number of Registrable Securities proposed for registrationi) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities (x) all securities proposed to be included in such Demand Registration offering by Persons other than the Holders shall not be reduced unless all other securities are first entirely or excluded from such underwriting; provided furtheroffering on a PRO RATA basis (or on another basis agreed to by such other Persons) before any Registrable Securities of the Holders are reduced or excluded from such offering, that, and (y) in the case event that any Registrable Securities of a GI Demand Registrationthe Holders are required to be reduced or excluded from such offering (which will only be required after all securities of Persons other than the Holders have been reduced or excluded as provided in immediately preceding clause (x)), then the number of Registrable Securities of the GI Entities to be included in such Demand Registration Holders shall not be reduced unless all other securities are first entirely or excluded from such underwriting; provided further, that, in the case of offering on a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, PRO RATA basis; (ii) in the case of a Piggy-Back Registration, if securities are being offered for the account of Registration initiated by a Person other Persons as well as than the Company, then the Company shall include in such offering: all securities (1including Registrable Securities) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering by the Company, the Holders and the holders of similar "piggyback" registration rights shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offeringoffering on a PRO RATA basis before any securities of the Persons initiating the Piggy-Back Registration are reduced or excluded; provided that no Registrable Securities will be excluded from an offering pursuant to this clause and (Biii) in the case of a Demand RegistrationPiggy-Back Registration initiated by the Company, all securities (including Registrable Securities) to be included in such offering by the Holders and any other holders of similar "piggy-back" registration rights shall be reduced or excluded from such offering on a PRO RATA basis before any securities of the Company are reduced or excluded.

Reduction of Offering. Notwithstanding anything contained herein, if the managing lead Underwriter or Underwriters of an underwritten offering described in Section 2.2 3.01 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included 3.02 advises A&P in such offering that, in their judgment, (i) the size of the offering writing that the Holdersnumber of shares of A&P Common Stock (including any Registrable Securities) that A&P, the Company Tengelmann and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are any Registration Statement is such that the marketability success of the any such offering would be materially and adversely affected by inclusion of affected, including the Registrable Securities requested to price at which the securities can be included, then (A) if the size of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to sold or the number of Registrable Securities proposed that any participant may sell, then the number of shares of A&P Common Stock to be included in the Registration Statement for registration) the account of A&P, Tengelmann and any other Persons will be reduced to the extent necessary to reduce the total amount number of securities to be included in any such offering Registration Statement to the amount number recommended by such managing Underwriter or Underwriterslead Underwriter; provided, that, provided that (a) priority in the case of a Demand RegistrationRegistration pursuant to Section 3.01 will be (i) first, the number of Registrable Securities requested to be included in such Demand the Registration shall not Statement for the account of Tengelmann pursuant to its registration rights provided in this Agreement, (ii) second, securities proposed to be reduced unless all offered by A&P for its own account and (iii) third, among any other securities are first entirely excluded from of A&P requested to be registered by the holders thereof pursuant to a contractual right so that the total number of registrable securities to be included in any such underwritingoffering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; provided further, that, (b) priority in the case of a GI Demand RegistrationRegistration Statement initiated by A&P for its own account which gives rise to a Piggyback Registration pursuant to Section 3.02 will be (i) first, securities initially proposed to be offered by A&P for its own account, (ii) second, the number of Registrable Securities of the GI Entities requested to be included in such Demand the Registration shall not Statement for the account of Tengelmann pursuant to its registration right provided in this Agreement and securities requested to be reduced unless all included in the Registration Statement for the account of Yucaipa pursuant to the registration rights afforded to Yucaipa pursuant to the Stockholder Agreement between Yucaipa and A&P dated as of the date hereof pro rata, based on Tengelmann’s Piggyback Percentage and Yucaipa’s Piggyback Percentage, respectively, and (iii) third, among any other securities are first entirely excluded from of A&P requested to be registered pursuant to a contractual right so that the total number of securities to be included in any such underwritingoffering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; provided further, that, (c) priority in the case of a STAG Demand RegistrationRegistration Statement initiated by A&P for the account of Yucaipa pursuant to the registration rights afforded to Yucaipa pursuant to the Stockholder Agreement between Yucaipa and A&P dated as of the date hereof will be (i) first, the number of Registrable Securities of the STAG Entities securities requested to be included in such Demand the Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered Statement for the account of Yucaipa, (ii) second, securities to be offered by A&P for its own account, (iii) third, securities requested to be included in the Registration Statement for the account of Tengelmann pursuant to its registration right provided in this Agreement and (iv) fourth, among any other securities of A&P requested to be registered pursuant to a contractual right so that the total number of securities to be included in any such offering for the account of all such Persons as well as will not exceed the Companynumber recommended by such lead Underwriter, then and (d) priority with respect to inclusion of securities in a Registration Statement initiated by A&P for the Company shall include in account of holders other than Tengelmann or Yucaipa pursuant to registration rights afforded such offering: holders will be (1i) first, pro rata among securities that requested to be included in the Company proposes to offer; Registration Statement for the account of such holders, (2ii) second, securities requested to be included therein in the Registration Statement by the HoldersA&P for its own account, pro rata; (3iii) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering in the Registration Statement for the account of Tengelmann pursuant to its registration right provided in this clause (B) Agreement and securities requested to be included in the case Registration Statement for the account of Yucaipa pursuant to the registration rights afforded to Yucaipa pursuant to the Stockholder Agreement between Yucaipa and A&P dated as of the date hereof pro rata, based on Tengelmann’s Piggyback Percentage and Yucaipa’s Piggyback Percentage, respectively, and (iv) fourth, pro rata among any other securities of A&P requested to be registered pursuant to a Demand Registrationcontractual right so that the total number of securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter.

Reduction of Offering. Notwithstanding anything contained herein, if the managing lead Underwriter or Underwriters of an underwritten offering described in Section 2.2 6.01 or Section 2.3 hereof advise 6.02 advises the Company and in writing that the Holders number of Equity Securities of the Company (including any Registrable Securities included in such offering that, in their judgment, (iSecurities) the size of the offering that the HoldersCompany, the Company Participating Stockholders and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are any Registration Statement is such that the marketability success of the any such offering would be materially and adversely affected by inclusion affected, including the price at which the securities can be sold, then the number of Equity Securities of the Registrable Securities requested Company to be included, then (A) if included in the size Registration Statement for the account of the offering is the basis of such Underwriter’s adviceCompany, the amount of securities to be offered for the accounts of Holders shall Participating Stockholders and any other Persons will be reduced pro rata (according to based on the number of Registrable Securities proposed for registrationsecurities to the registered) to the extent necessary to reduce the total amount of securities to be included in any such offering Registration Statement to the amount recommended by such managing Underwriter or Underwriterslead Underwriter; provided, that, provided that (a) priority in the case of a Demand Registration, the number of Registrable Securities Registration pursuant to Section 6.01 will be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: (1i) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offeringin the Registration Statement for the account of the Participating Stockholders, such Registrable Securities will (ii) second, securities initially proposed to be excluded from such offering; provided that no Registrable Securities will offered by the Company for its own account and (iii) third, pro rata among any other securities of the Company requested to be excluded from an offering registered by the holders thereof pursuant to this clause a contractual right, so that the total number of registrable securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; and (Bb) priority in the case of a Demand RegistrationPiggyback Registration initiated by the Company for its own account pursuant to Section 6.02 will be (i) first, pro rata among securities initially proposed to be offered by the Company for its own account and Registrable Securities requested to be included in the Registration Statement for the account of the Participating Stockholders, and (ii) second, pro rata among any other securities of the Company requested to be registered pursuant to a contractual right, so that the total number of registrable securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter.

Reduction of Offering. Notwithstanding anything contained hereinIf a Demand Notice delivered in accordance with Section 2.1.1 specifies that the sale of the Registrable Securities is intended to be conducted through an underwritten offering, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise the Company and the Holders of the a majority of Registrable Securities included in such Demand Notice shall have the right to select the managing underwriter or underwriters to administer the offering; provided , however , that such managing underwriter or underwriters shall be reasonably acceptable to the Company. The Holders included in such Demand Notice and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the managing underwriter or underwriters of a proposed underwritten offering that, in their judgment, (i) the size of the offering Registrable Securities advise the Board that in its or their good faith opinion the Holders, the Company and such other Persons intend to make or (ii) in the case number of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of included in such Registration Statement and all other securities proposed to be sold in the offering is contemplated thereby exceeds the basis number which can be sold in such underwritten offering in light of such Underwriter’s advicemarket conditions, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of and such other securities to be included in such offering underwritten Registration Statement shall be allocated, (i) first, up to the amount recommended by such managing Underwriter or Underwriters; provided, that, in the case of a Demand Registration, the total number of Registrable Securities securities the Holders have requested to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, Statement ( pro-rata based upon the number of Registrable Securities securities that each of the GI Entities them shall have requested to be included in such offering), (ii) and only if all the securities referred to in clause (i) have been included, the number of securities that the Company and other holders have proposed to include in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment opinion of the managing Underwriter underwriter or Underwriters, underwriters can be insufficient to substantially eliminate the sold without having such adverse effect that inclusion effect. If any Holder disapproves of the Registrable Securities requested to be included would have on terms of any such offeringunderwriting, such Registrable Securities will be Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such offering; provided that no Registrable Securities will underwriting shall be excluded withdrawn from an offering pursuant to this clause (B) in the case of a Demand Registrationsuch registration.

Reduction of Offering. Notwithstanding --------------------- anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.02 or Section 2.3 hereof 2.03 shall advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the HoldersPurchaser, the Company and such any other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the HoldersPurchaser, the Company and/or any and such other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then then (A) if the size of the offering is the basis of such Underwriter’s 's advice, the amount of securities Registrable Securities to be offered for the accounts account of Holders the Purchaser shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, thathowever, that (x) in the case of a Demand -------- ------- Registration, the number amount of Registrable Securities to be included in such Demand Registration offered for the account of the Purchaser shall not be reduced unless all only after the amount of securities to be offered for the account of the Company and such other securities are first entirely excluded from such underwriting; provided furtherPersons has been reduced to zero, that, and (y) in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of Persons other Persons as well as than the Company, then the Company shall include in proportion by which the amount of such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered for the account of the Purchaser is reduced shall not exceed the proportion by which the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights amount of such holder or holders, pro ratasecurities intended to be offered for the account of such other Persons is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s 's advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) ), or (y) in the case of a Piggyback Registration, if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters Underwriter(s) of an offering described in Section 2.2 2.1 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) 2.2 determine that the size of the offering that the HoldersStockholders, the Company and such or any other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are is such that the marketability success of the offering or the price at which the offering would reasonably be expected to occur would be significantly and adversely affected by inclusion of the full amount of Registrable Securities requested to be included, then then (Ai) if the size of the offering is the basis of such Underwriter’s advicewith respect to a Demand Registration, the Company shall not be required to include in such registration an amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities requested to be included in such offering equal to the amount recommended by such managing Underwriter or Underwriters; providedExcess Amount, that, in the case of a Demand Registration, the number of and Registrable Securities to shall be included in such Demand Registration as follows (A) first, all the Registrable Securities requested to be registered by the FS Entities shall not be included, with the Registrable Securities requested by the Stockholders within the FS Entity group reduced unless all other securities are first entirely excluded from such underwriting; provided furtherby the same proportion, thatif necessary and (B) second, if additional Registrable Securities may be included in the case of a GI Demand Registration, then any Registrable Securities requested to be included by any other Persons with registration rights under this Section 2 or otherwise, shall be included with all such Persons treated on a Pro Rata Basis (based on the number of Registrable Securities of the GI Entities to be included in held by such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided furtherPersons), that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, and (ii) in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the CompanyCompany (other than pursuant to a Demand Registration), then the securities the Company seeks to include shall include in such offering: (1) first, have priority over securities that the Company proposes to offer; (2) second, securities requested sought to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes (including the Stockholders) and, with respect to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities Registrable Securities intended to be offered is the basis of such Underwriter’s advice, by Stockholders or Other Registration Rights Holders (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) other than in the case of a demand registration by such other Persons), the proportion by which the amount of such class of securities intended to be offered by Stockholders or Other Registration Rights Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced (it being understood that with respect to the Stockholders, Other Registration Rights Holders and third parties, such reduction may be all of such class of securities). The Company shall promptly provide written notice to the participating Stockholders of the managing Underwriter(s)’ determination of such a reduction in the size of the applicable offering and the effects thereof on such Stockholders. (b) If, as a result of the application of the proration provisions of Section 2.3(a), any Stockholder shall not be entitled to include all Registrable Securities in a Demand RegistrationRegistration or Piggy-Back Registration that such Stockholder has requested to be included, such Stockholder may elect to withdraw its request to include all or any portion of its Registrable Securities in such registration by delivering written notice thereof to the Company within ten (10) days after its receipt of notice from the Company regarding the effects thereof on such Stockholder (a “Withdrawal Election”); provided, however, that a Withdrawal Election shall be irrevocable upon its delivery to the Company and, after making a Withdrawal Election, a Stockholder shall no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made.

Reduction of Offering. Notwithstanding anything contained herein, if in the opinion of the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise 4(a) hereof, the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) the size of the offering that the Holders, the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriterunderwriter’s adviceopinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities Registrable Securities to be included in such offering to the amount recommended by such managing Underwriter underwriter or Underwriters; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwritingunderwriters; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if the securities are being offered for the account of other Persons as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder or holders, pro rataclass of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of the securities intended to be offered by such other Persons is reduced; and (4) fourth, any other securities; and and (B) if the combination of the securities to be offered is the basis of such Underwriterunderwriter’s adviceopinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment opinion of the managing Underwriter underwriter or Underwritersunderwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained hereinin Section 2.3, if the managing Underwriter or Underwriters Underwriter(s) of an offering Underwritten Offering described in Section Sections 2.1 or 2.2 or Section 2.3 hereof advise the Company and the 1% Holders of the Registrable Securities included in such offering that, in their judgment, (i) writing that the size of the intended offering that the Holders, the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are is such that the marketability success of the offering would be significantly and adversely affected by (i) inclusion of the Registrable Securities requested to be includedincluded by Non-requesting Holders in a 1% Holder Piggy-Back Registration or (ii) the inclusion of Class A Common Stock requested to be included by the Company in a Company Piggy-Back Registration, then : (Ax) if first, to the size extent the Company has exercised a Company Piggy-Back Registration, the amount of the offering is Class A Common Stock to be offered for the basis account of the Company shall be reduced to the extent necessary to reduce the total amount of securities to be included in such Underwriter’s adviceUnderwritten Offering to the amount recommended by such managing Underwriter(s) (the “Recommended Offering Size”), provided, that the amount of securities to be offered by the Company shall not be reduced to less than $25,000,000 for each such Underwritten Offering; (y) second, to the extent the reduction pursuant to clause (x) is not sufficient to reduce the total amount of securities to be included in such Underwritten Offering to the Recommended Offering Size, then the amount of Registrable Securities to be offered for the accounts account of the Non-requesting Holders shall be reduced on a pro rata basis (according to based on the number of Registrable Securities proposed requested for registrationinclusion therein) to the extent necessary to reduce the total amount of securities to be included in such offering Underwritten Offering to the amount recommended by such managing Underwriter or Underwriters; Recommended Offering Size, provided, thatthat if the Helmsley Trust exercises a 1% Holder Piggy-Back Registration in connection with an Underwritten Offering under Section 2.1(c) during the first year following the Resale Shelf Effective Date, then its Registrable Securities included in such Underwritten Offering shall not be reduced before the case Registrable Securities of a all other 1% Holders, including the Registrable Securities of any Demand RegistrationHolder or Requesting Holder in such Underwritten Offering, has first been so reduced; and (z) third, to the number extent the reduction pursuant to clauses (x) and (y), as applicable, are not sufficient to reduce the total amount of securities to be included in such Underwritten Offering to the Recommended Offering Size, then the amount of Registrable Securities to be included in such offered for the account of the Requesting Holder or Demand Registration Holder, as applicable, shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in on a pro rata basis (based on the case of a GI Demand Registration, the number of Registrable Securities requested for inclusion therein) to the extent necessary to reduce the total amount of the GI Entities securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject Underwritten Offering to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand RegistrationRecommended Offering Size.

Reduction of Offering. Notwithstanding anything contained herein, if in the opinion of the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise hereof, the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter’s adviceopinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if the securities are being offered for the account of other Persons as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder or holders, pro rataclass of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of the securities intended to be offered by such other Persons is reduced; and (4) fourth, any other securities; and and (B) if the combination of the securities to be offered is the basis of such Underwriter’s adviceopinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons persons or entities intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter’s advicedetermination, (x) in the case of a Major Holder Demand Registration, the amount of securities to be offered for the accounts of Holders (other than the Cambay Holders, if the Cambay Holders have requested such Major Demand Registration, or the GIP Holders, if the GIP Holders have requested such Major Demand Registration) shall be reduced pro rata (according to the Registrable Securities proposed for registration) 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, and (y) in the event of a Default Demand Registration or a Piggy-Back Registration, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities of a different class are being offered for the account of other Persons persons or entities as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, the proportion by which the amount of-such class of securities that any other Person proposes intended to offer pursuant to contractual rights be offered by Holders is reduced shall not exceed the proportion by which the amount of such holder class of securities intended to be offered by such other persons or holders, pro rataentities is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s advicedetermination, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters underwriter(s) of an offering described in Section 2.2 or Section 2.3 hereof advise Offering advise(s) the Company and the Holders Holder(s) of the Registrable Securities included in such offering thatOffering, in their judgmentwriting, (i) the size of the offering that the Holders, aggregate number of shares of Common Stock to be sold by the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability of the offering would be adversely affected by inclusion of the stockholder (other than a Holder), if any, and Registrable Securities requested to be included, then (A) if included in the size of the offering is the basis of such Underwriter’s advice, Offering exceeds the amount that they believe could be sold without adversely affecting the Offering, then the aggregate number of securities shares of Common Stock to be offered for sold by the accounts of Holders shall Company or any other stockholder (other than a Holder), if any, and Registrable Securities will be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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 underwriter(s). With respect to an underwritten offering of Common Stock pursuant to an Underwritten Offering Demand, such reduction will be achieved by, first, reducing, or Underwriters; providedeliminating if necessary, that, in the case all shares of a Demand Registration, the number of Registrable Securities Common Stock requested or desired to be included in such Demand Registration shall not be reduced unless all Offering by the Company for its own account and any other securities are first entirely excluded from stockholders (other than Holders) seeking to participate in such underwriting; provided further, that, Offering in the case of a GI Demand Registrationmanner agreed to by the Company and such stockholders or, if no agreement exists, pro rata based on the number of Registrable Securities of the GI Entities shares requested or desired to be included in by the Company and each such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided furtherstockholder and, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registrationthen, if securities are being offered for the account of other Persons as well as the Companynecessary, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of reducing the Registrable Securities requested to be included would have by the Holders pro rata based on the number of Registrable Securities requested to be included in such offeringOffering or in such other manner as is agreed to by the Holders. With respect to a Piggyback Offering initiated by the Company, such reduction will be achieved by, first, reducing, or eliminating if necessary, all shares of Common Stock requested to be included in such Offering by any other stockholders (other than Holders) seeking to participate in such Offering in the manner agreed to by such stockholders or, if no agreement exists, pro rata based on the number of shares requested to be included by each stockholder and, then, if necessary, reducing the Registrable Securities will requested to be excluded from such offering; provided that no included by the Holders pro rata based on the number of Registrable Securities will requested to be excluded from an offering pursuant included in such Offering or in such other manner as is agreed to this clause (B) in by the case of a Demand RegistrationHolders.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 3.2 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) the size of the offering that the Holders, the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section Sections 2.1(e) or 2.2 or Section 2.3 hereof (or, in the case of an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders) advise the Company and the Holders of the Registrable Securities included in such offering, or if such managing Underwriter or Underwriters are unwilling to so advise, if the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, conclude after consultation with such managing Underwriter or Underwriters that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then: (Aa) if the size of the offering is the basis of such Underwriter’s advicedetermination, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, thatUnderwriters (or, in the case of a Demand Registration, the number an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders); provided that, pursuant to a Shelf Registration Statement, the securities to be included in such Demand Shelf Registration Statement shall not be reduced unless allocated, (x) first, 100% pro rata among the Holders of the Registrable Securities that have requested to participate in such a Shelf Registration Statement, as applicable, based on the relative number of Registrable Securities then held by each such Holder, (y) next, and only if all other the securities are first entirely excluded from referred to in clause (x) have been included, the number of securities that the Company proposes to include in such underwriting; provided furtherShelf Registration Statement that, thatin the opinion of the managing underwriter or underwriters (or, in the case of a GI Demand Registration, the number an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the GI Entities Holders) can be sold without having such significant adverse effect, and (z) last, only if all of the Registrable Securities referred to be in clause (y) have been included in such Demand Registration shall not be reduced unless all registration, any other securities are first entirely excluded from eligible for inclusion in such underwritingregistration; provided furtherprovided, further that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case event of a Piggy-Back Registration, if the securities are being offered for the account of other Persons as well as the Company, then the Company shall include to be included in such offering: Piggy-Back Registration shall be allocated, (1A) first, 100% of the securities that proposed to be sold in such Piggyback Registration by the Company or any Person (other than a Holder) exercising a contractual right to demand registration, as the case may be, proposes to offer; sell, (2B) second, and only if all the securities referred to in clause (A) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters (or, in the case of an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders), can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to be included therein participate in such registration based on the relative number of Registrable Securities then held by the Holders, pro rata; each such Holder and (3iii) third, securities that any other Person proposes and only if all of the Registrable Securities referred to offer pursuant to contractual rights of in clause (B) have been included in such holder or holders, pro rata; and (4) fourthregistration, any other securities; andsecurities eligible for inclusion in such registration. (Bb) if the combination kind of securities to be offered is the basis of such Underwriter’s advicedetermination, (xi) the Registrable Securities to be included in such offering shall be reduced as described in clause (Aa) above or, (subject to the provisos in clause (A)) or (yii) if the actions described in clause (xi) would, in the good faith, best judgment of the managing Underwriter or Underwriters(or, in the case of an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders), be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything to the contrary contained hereinin this Agreement, if but subject to the managing Underwriter payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or Underwriters of the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering described of securities by, or on behalf of, the Company, or in Section 2.2 any other manner, such that the Staff or Section 2.3 hereof advise the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company and shall reduce the Holders number of the Registrable Securities shares to be included in such offering that, in their judgment, (i) Registration Statement by all Investors until such time as the size of Staff and the offering that the HoldersSEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company and such other Persons intend to make or (ii) in shall reduce the case number of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability of the offering would be adversely affected by inclusion of the Registrable Securities requested shares to be included, then (A) if the size of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered for the accounts of Holders shall be reduced included by all Investors on a pro rata basis (according to based upon the number of Registrable Securities proposed otherwise required to be included for registration) each Investor). The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the Staff regarding the Staff’s position and to comment or have their counsel comment on any written submission made to the extent necessary Staff with respect thereto. No such written submission shall be made to the Staff to which an Investor’s counsel reasonably objects. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in registered on behalf of such Demand Registration shall Investor, until such time as the Staff or the SEC does not be reduced unless require such identification or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all other securities that are not Registrable Securities, if any such securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities permitted by Investors to be included in accordance with the terms of this Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Demand Registration shall not Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall, following such request, cause to be reduced unless all other securities are first entirely excluded from and keep effective such underwriting; provided further, thatregistration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the case of need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a STAG Demand Registration, manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the number special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities of in order to permit the STAG Entities to be included in resale thereof by such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons Investor as well as the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (Acontemplated above)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if in the opinion of the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise 2(c) hereof, the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) the size of the offering that the Holders, the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriterunderwriter’s adviceopinion, the amount of securities Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities Registrable Securities to be included in such offering to the amount recommended by such managing Underwriter underwriter or Underwriters; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwritingunderwriters; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if the securities are being offered for the account of other Persons as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder or holders, pro rataclass of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of the securities intended to be offered by such other Persons is reduced; and (4) fourth, any other securities; and and (B) if the combination of the securities to be offered is the basis of such Underwriterunderwriter’s adviceopinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment opinion of the managing Underwriter underwriter or Underwritersunderwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons persons or entities intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter’s adviceopinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons persons or entities as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or holders, pro rataentities is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s advicedetermination, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter’s advice's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder or holders, pro rataclass of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 Sections 2.1(d), 2.2(d) or Section 2.3 hereof (or, in the case of a Demand Registration or an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the Sponsors or the majority of the Unit Holders, as applicable) advise in writing to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then: (Aa) if the size of the offering is the basis of such Underwriter’s advicedetermination, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, thatUnderwriters (or, in the case of a Demand Registration, the number Registration or an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the Sponsors or the majority of the Unit Holders, as applicable); provided that, in the event of a Demand Registration or pursuant to a Shelf Registration Statement, the securities to be included in such Demand Registration and Shelf Registration Statement shall not be reduced unless allocated, (x) first, 100% pro rata among the Holders of the Registrable Securities that have requested to participate in such Demand Registration or pursuant to a Shelf Registration Statement, as applicable, based on the relative number of Registrable Securities then held by each such Holder, (y) next, and only if all other the securities are first entirely excluded from referred to in clause (x) have been included, the number of securities that the Company proposes to include in such underwriting; provided furtherDemand Registration or Shelf Registration Statement that, thatin the opinion of the managing underwriter or underwriters (or, in the case of a GI Demand Registration, the number Registration or an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the Sponsors or the majority of the GI Entities Unit Holders, as applicable) can be sold without having such significant adverse effect, and (z) last, only if all of the Registrable Securities referred to be in clause (y) have been included in such Demand Registration shall not be reduced unless all registration, any other securities are first entirely excluded from eligible for inclusion in such underwritingregistration; provided furtherprovided, further that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case event of a Piggy-Back Registration, if the securities are being offered for the account of other Persons as well as the Company, then the Company shall include to be included in such offering: Piggy-Back Registration shall be allocated, (1A) first, 100% of the securities that proposed to be sold in such Piggyback Registration by the Company or any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to offer; sell, (2B) second, and only if all the securities referred to in clause (A) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters (or, in the case of a Demand Registration or an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the Sponsors or the majority of the Unit Holders, as applicable), can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to be included therein participate in such registration based on the relative number of Registrable Securities then held by the Holders, pro rata; each such Holder and (3iii) third, securities that any other Person proposes and only if all of the Registrable Securities referred to offer pursuant to contractual rights of in clause (B) have been included in such holder or holders, pro rata; and (4) fourthregistration, any other securities; andsecurities eligible for inclusion in such registration. (Bb) if the combination kind of securities to be offered is the basis of such Underwriter’s advicedetermination, (xi) the Registrable Securities to be included in such offering shall be reduced as described in clause (Aa) above or, (subject to the provisos in clause (A)) or (yii) if the actions described in clause (xi) would, in the good faith, best judgment of the managing Underwriter (or, in the case of a Demand Registration or Underwritersan offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the Sponsors or the majority of the Unit Holders, as applicable), be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or and any other Persons persons or entities intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter’s advice's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, PROVIDED that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons persons or entities as well as the Company, then with respect to the Company shall include in such offering: (1) first, Registrable securities that the Company proposes to offer; (2) second, securities requested intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or holders, pro rataentities is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, Underwriter's be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s adviceopinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder or holders, pro rata; and (4) fourth, any class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other securitiesPersons is reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter’s adviceopinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.1(a) or Section 2.3 hereof advise the Company (b) deliver a written opinion to NXRT and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company NXRT and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any NXRT and such other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then: (Ai) if the size of the offering is the basis of such Underwriter’s adviceopinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, provided that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of other Persons as well as the CompanyNXRT, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder or holdersclass of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced, pro rataif NXRT has the right to reduce such other Person’s allocation; and (4) fourth, any other securities; and (Bii) if the combination of securities to be offered is the basis of such Underwriter’s adviceopinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the provisos proviso in clause (Ai)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, thenthen Exhibit H Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale (A) if the size of the offering is the basis of such Underwriter’s adviceopinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder or holders, pro rata; and (4) fourth, any class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other securitiesPersons is reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter’s adviceopinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 2.1(a) or Section 2.3 hereof advise the Company (b) deliver a written opinion to NREF and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and NREF and/or such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company NREF and/or any such other Persons intend to include in such offering offering, in each case, are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then: (Ai) if the size of the offering is the basis of such Underwriterunderwriter’s adviceopinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registrationinclusion in the offering) 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 underwriter or Underwritersunderwriters; provided, provided that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of other Persons as well as the CompanyNREF, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder or holdersclass of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced, pro rataif NREF has the right to reduce such other Person’s allocation; and (4) fourth, any other securities; and (Bii) if the combination of securities to be offered is the basis of such Underwriterunderwriter’s adviceopinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the provisos proviso in clause (Ai)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwritersunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if If the lead managing Underwriter or Underwriters underwriter of an any underwritten offering described in Section 2.2 or Section 2.3 hereof advise the Company and has informed, in writing, the Holders of the Registrable Securities included requesting inclusion in such offering that, in their judgment, (i) the size of the offering that it is its view that the Holderstotal number of securities which the Company, the Company Holders and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons desiring to participate in such registration intend to include in such offering are is such that as to materially and adversely affect the marketability success of such offering, including the price at which such securities can be sold, then: first, the securities other than Registrable Securities of the offering would be adversely affected by inclusion Holders and securities of the Company included in such offering shall be reduced in their entirety before any reduction of Registrable Securities; and second, to the extent the reduction set forth in the immediately preceding clause is insufficient to reduce the number of securities requested for inclusion in such offering to a number, which, in the view of the lead managing underwriter, can be sold without materially and adversely affecting the success of the offering, the number of Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered for the accounts account of such Holders participating in such registration shall be reduced or limited pro rata (according in proportion to the respective number of Registrable Securities proposed for registration) securities requested to be registered to the extent necessary to reduce the total amount number of securities Registrable Securities requested to be included in such offering to the amount number of securities, if any, recommended by such lead managing Underwriter or Underwriters; provided, that, underwriter. If a reduction in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities pursuant to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) this paragraph would, in the judgment of the lead managing Underwriter or Underwritersunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. In no event shall the Company be required to reduce the number of securities to be sold by it in the offering. If, as a result of the proration provisions of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such Holder has requested to be included, such Holder may elect to withdraw his request to include Registrable Securities in such registration (a "Withdrawal Election"); provided that a Withdrawal Election shall be made prior to the effectiveness of the Registration Statement and shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to include Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registrationregistration as to which such Withdrawal Election was made.

Reduction of Offering. Notwithstanding anything contained herein, if the managing lead Underwriter or Underwriters of an underwritten offering described in Section 2.2 2.01 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included 2.02 advises RealNetworks in such offering that, in their judgment, (i) the size of the offering writing that the Holdersnumber of Equity Securities of RealNetworks (including any Registrable Securities) that RealNetworks, the Company MTVN and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are any Registration Statement or dispose of pursuant to any Takedown Offering is such that the marketability success of the any such offering would be materially and adversely affected by inclusion affected, including the price at which the securities can be sold, then the number of the Registrable Equity Securities requested of RealNetworks to be includedincluded in the Registration Statement, then (A) if the size or disposed of the offering is the basis of pursuant to such Underwriter’s adviceTakedown Offering, the amount of securities to be offered as applicable, for the accounts account of Holders shall RealNetworks, MTVN and any other Persons will be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in any such offering Registration Statement, or disposed of pursuant to such Takedown Offering, as applicable, to the amount recommended by such managing Underwriter or Underwriterslead Underwriter; provided, that, provided that (a) priority in the case of a Demand Registration, the number of Registrable Securities Registration or Takedown Offering pursuant to Section 2.01 will be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: (1i) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offeringin the Registration Statement, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering or disposed of pursuant to this clause the Takedown Offering, as applicable, for the account of MTVN and its Affiliates, (Bii) second, securities initially proposed to be offered by RealNetworks for its own account and (iii) third, pro rata among any other securities of RealNetworks requested to be registered, or disposed of, as applicable, by the holders thereof pursuant to a contractual right so that the total number of registrable securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; (b) priority in the case of a Demand RegistrationPiggyback Registration initiated by RealNetworks for its own account pursuant to Section 2.02 will be (i) first, securities initially proposed to be offered by RealNetworks for its own account, and (ii) second, pro rata among the Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, as applicable, for the account of MTVN and its Affiliates, and any other securities of RealNetworks requested to be registered, or disposed of, as applicable, pursuant to a contractual right so that the total number of registrable securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter; and (c) priority with respect to inclusion of securities in a Registration Statement or Takedown Offering, as applicable, initiated by RealNetworks for the account of holders other than MTVN pursuant to registration rights afforded such holders will be (i) first, pro rata among securities offered for the account of such holders so that the total number of registrable securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, (ii) second, securities offered by RealNetworks for its own account, and (iii) third, pro rata among the Registrable Securities requested to be included in the Registration Statement, or disposed of pursuant to the Takedown Offering, for the account of MTVN, and any other securities of RealNetworks requested to be registered pursuant to a contractual right so that the total number of registrable securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or 2.2 or Section 2.3 hereof advise the Company and deliver a written opinion to the Holders or Other Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company Other Holders, the Issuer and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or Other Holders, the Issuer and any other Persons persons or entities intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of any of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter’s advice's opinion, (1) the amount of securities to be offered for the accounts of Other Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in Underwriters and (2) after the case amount of a Demand Registrationsecurities to be offered for the accounts of Other Holders has been reduced to zero, the number amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested to be registered in such registration) to the extent necessary to reduce the total amount if securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from offering to the amount recommended by such underwritingmanaging Underwriter or Underwriters; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons persons or entities as well as the CompanyIssuer, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders and Other Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder class of securities intended to be offered by Holders and Other Holders (as a single group) is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or holders, pro rataentities is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice's opinion, (x) above the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter Underwriter, as evidenced by a written opinion delivered to the Holders or UnderwritersOther Holders of such Registrable Securities, be insufficient to substantially eliminate the material and adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing lead Underwriter or Underwriters of an underwritten offering described in Section 2.2 3.01 or Section 2.3 hereof advise 3.02 delivers a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) the size of the offering that the Holdersnumber of shares of Common Stock (including all Registrable Securities) that the Investor (and its permitted transferees), the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are any Registration Statement is such that the marketability success of the any such offering would be materially and adversely affected by inclusion affected, including the price at which the securities can be sold, then the number of shares of Common Stock to be included in the Registration Statement for the account of the Registrable Securities requested to be included, then Investor (Aand its permitted transferees) if and the size of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered for the accounts of Holders Company and any other Persons shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in any such offering Registration Statement to the amount recommended by such managing Underwriter or Underwriterslead Underwriter; provided, thathowever, that (a) priority in the case of a Demand RegistrationRequest pursuant to Section 3.01 shall be (i) first, the Registrable Securities requested to be included in the Registration Statement for the account of the Investor and its permitted transferees, allocated among them as determined by the Investor so that the total number of Registrable Securities to be included in any such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered offering for the account of other all such Persons as well as will not exceed the Companynumber recommended by such lead Underwriter, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2ii) second, securities initially proposed to be offered by the Company for its own account and (iii) third, pro rata among any other securities of the Company requested to be included therein registered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer holders thereof pursuant to a contractual rights right of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if registration so that the combination total number of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, (b) priority in the case of a Piggyback Registration initiated by the Company for its own account pursuant to Section 3.02 shall be reduced as described in clause (Ai) above first, securities initially proposed to be offered by the Company for its own account, (subject to the provisos in clause (A)ii) or (y) if the actions described in clause (x) wouldsecond, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offeringin the Registration Statement for the account of the Investor and its permitted transferees, such allocated among them as determined by the Investor so that the total number of Registrable Securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, and (iii) third, pro rata among any other securities of the Company requested to be excluded from registered pursuant to a contractual right of registration and (c) priority with respect to inclusion of securities in a Registration Statement initiated by the Company for the account of holders other than any Investor Party pursuant to demand registration rights afforded such offering; provided holders shall be (i) first, securities offered for the account of such holders so that no the total number of Registrable Securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, (ii) second, securities offered by the Company for its own account, (iii) third, the Registrable Securities offered for the account of the Investor and its permitted transferees and (iv) fourth, pro rata among any other securities of the Company requested to be excluded from an offering registered pursuant to this clause (B) in the case a contractual right of a Demand Registrationregistration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons persons or entities intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter’s adviceopinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons persons or entities as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or holders, pro rataentities is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s adviceopinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters underwriters of an offering described in Section 2.2 3.01 or Section 2.3 3.02 hereof advise the Company and the deliver a written opinion to Holders of the whose Registrable Securities are requested to be included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such any other Persons intend to make make, or (ii) in the case of a Piggy-Back Registration only, the kind or combination of securities that the Holders, the Company and/or and any other Persons intend to include in such offering are are, in either case, such that the marketability success of the offering would be materially and adversely affected by inclusion of all the Registrable Securities requested to be included, then: (A1) if the size of the offering is the basis of such Underwriter’s adviceunderwriters opinion: (A) in the case of a Demand Registration pursuant to the first sentence of Section 3.01(a)(2) hereof, the aggregate Registrable Securities proposed to be offered for the accounts of Holders shall be determined as follows: (i) if the Demand Registration is a Demand Registration of the Paribas Group pursuant to the first sentence of Section 3.01 (a)(2) hereof, then the Paribas Group and its employees, and any transferee of Registrable Securities of Paribas Principal pursuant to Section 9.2(a)(i) of the Partnership Agreement, shall be permitted to include in the offering all Registrable Securities requested by the Paribas Group and its employees; (ii) if the Demand Registration is a Demand Registration of the Second Stage Investor pursuant to the first sentence of Section 3.01(a)(2) hereof, then the Second Stage Investor and its Affiliates and employees shall be permitted to include in the offering all Registrable Securities requested by the Second Stage Investor and its Affiliates and employees; (iii) subject to the foregoing clauses (i) and (ii), all Registrable Securities requested by Pilgrim America Prime Rate Trust shall be permitted to be included in the Demand Registration to the extent permitted by the underwriter; and then all Registrable Securities requested by other Holders to be included in the Demand Registration shall be reduced pro rata (according to the aggregate Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities Registrable Securities to be included in such offering to the amount recommended by such managing underwriters; and (B) in the case of a Demand Registration pursuant to the second sentence of Section 3.01(a)(2) hereof, the aggregate Common Limited Partnership Interests represented by Registrable Securities proposed to be offered for the accounts of Holders shall be reduced pro rata (according to the number aggregate Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to the amount recommended by such managing underwriters; and (C) in the case of a Piggy-Back Registration which is otherwise permitted under Section 3.02 hereof: (i) if the Piggy-Back Registration is an Initial Public Offering by the Company, then the Paribas Group, Pilgrim America Prime Rate Trust and the Second Stage Investor and their respective Affiliates and employees, and any transferee of Registrable Securities of Paribas Principal pursuant to Section 9.2(a)(i) of the Partnership Agreement, shall be permitted to include in the offering all Registrable Securities requested by them (reduced pro rata (according to the aggregate Registrable Securities proposed for registration) among the Paribas Group, Pilgrim America Prime Rate Trust and the Second Stage Investor and their respective Affiliates and employees, and any transferee of Registrable Securities of Paribas Principal pursuant to Section 9.2(a)(i) of the Partnership Agreement, to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to the amount recommended by such managing underwriters); and (ii) if the Piggy-Back Registration is not an Initial Public Offering by the Company, or if an Initial Public Offering as to all Holders other than the Paribas Group, Pilgrim America Prime Rate Trust and Second Stage Investor and its Affiliates and employees, and any transferee of Registrable Securities of Paribas Principal pursuant to Section 9.2(a)(i) of the Partnership Agreement, after giving effect to the foregoing clause (ii), the amount of Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata (according to the aggregate Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwritersunderwriters; provided, that, provided that in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a any Piggy-Back Registration, Registration if securities Registrable Securities are being offered for the account of other Persons as well as the Company, then with respect to the Company Registrable Securities intended to be offered by Holders, the proportion by which the aggregate in the amount of such class of securities intended to be offered by Holders is reduced shall include in not exceed the proportion by which the amount of such offering: (1) first, class of securities that the Company proposes intended to offer;be offered by such other Persons is reduced; and (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the kind or combination of securities to be offered is the basis of such Underwriter’s advice, underwriters opinion: (xA) the aggregate Common Limited Partnership Interests represented by the Registrable Securities to be included in such offering shall be reduced as described in clause (A1) above above; or (subject to the provisos in clause (A)) or (yB) if the actions described in clause (xA) would, in the judgment of the managing Underwriter or Underwritersunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.01 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included 2.02 states in such offering that, in their judgment, (i) writing that the size of the offering that the Holders, the Company Issuer and such any other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are is such that the marketability of the offering would be adversely affected by inclusion of the Registrable Securities requested would be likely to be includedmaterially and adversely affect the price, then (A) if the size timing or distribution of the offering is the basis of such Underwriter’s adviceoffering, then the amount of securities Registrable Securities to be offered for the accounts account of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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(the "Maximum Offering Size"); provided, that, provided that in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of Persons other Persons as well as than the CompanyIssuer, then the Company shall include in such offering: (1) first, securities that proportion by which the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights amount of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities Registrable Securities intended to be offered for the account of Holders is reduced shall not exceed the basis proportion by which the amount of securities intended to be offered for the account of such Underwriter’s advice, other Persons (x) the Registrable Securities other than any Person exercising a demand registration right or any Person requesting to be included participate in such offering shall be reduced pursuant to that certain Investor Rights Agreement, dated as described in clause of November 12, 1999, by and between the Issuer and Novell, Inc. (A) above (subject to the provisos in clause (A"Novell Investor Rights Agreement")) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offeringis reduced; provided further that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration, the amount of Registrable Securities to be offered for the account of the Holders making the Demand Registration shall be reduced only after the amount of securities to be offered for the account of the Issuer and any other Persons has been reduced to zero. In the event of a reduction pursuant to this Section 2.03 of Registrable Securities to be offered for the account of Holders, such reduction shall be pro rata among such Holders based on the number of Registrable Securities each Holder had proposed to sell. Notwithstanding anything to the contrary contained herein, in the case of a Piggyback Registration, the amount of Registrable Securities to be offered by Holders shall be subject to reduction to give full effect to the rights provided under the Novell Investor Rights Agreement, including, without limitation, Section 2.5 thereof.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained --------------------- herein, if if, in the opinion of the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 2(a) or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that(b), in their judgment, (i) the size of the offering that the Holders, the Company and such or any other Persons intend Person intends to make or (ii) in the case of a Piggy-Back Registration only, the kind or combination of securities that the Holders, the Company and/or and any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) including if the size marketing factors require a limitation of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; providedunderwritten, that, then: (i) in the case of a Demand Registration, the number amount of Registrable Securities any Class A Stock proposed to be offered shall be reduced or excluded from the offering as follows: (A) one Xxxxxx Share shall be included for each share held by the Holders and all other holders of common stock of the Company possessing registration rights whose shares are to be included in such Demand Registration shall not the underwriting and any shares to be reduced unless sold for the account of the Company (collectively, the "Non-Xxxxxx Shares") until either the limit is reached or all other securities the Xxxxxx Shares are first entirely excluded from such underwriting; provided further, that, included in the case of a GI Demand Registration, the underwriting (so that an equal number of Registrable Securities Xxxxxx Shares and Non-Xxxxxx Shares are included in the underwriting pursuant to this clause (A)), and (B) any excess shares up to such limitation shall be Non-Xxxxxx Shares. In allocating Non-Xxxxxx Shares under clauses (A) and (B) of the GI Entities immediately preceding sentence, or if no Xxxxxx Shares are proposed to be included in the underwriting, the amount allocated shall be such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, that each holder of Non-Xxxxxx Shares (including any Holder) may include in the case underwriting that portion of a STAG Demand Registration, the amount to be allocated which the number of Registrable Securities of the STAG Entities shares proposed to be included in by such Demand Registration shall not holder bears to the aggregate number of shares proposed to be reduced unless included by holders of all other securities are first entirely excluded from such underwriting; provided further, that, Non-Xxxxxx Shares. (ii) in the case of a Piggy-Back Registration, if securities are being the amount of any Class A Stock proposed to be offered for shall be reduced or excluded from the account offering as follows: (A) If the registration is initiated as a result of other Persons as well as the Companyexercise by a holder of Xxxxxx Shares of demand registration rights ("Xxxxxx Demand Rights"), then the Company number of shares to be included in the underwriting shall include in such offeringbe allocated as follows: (1) first, securities that the Company proposes all Xxxxxx Shares to offer; be sold shall be included and (2) second, securities requested any additional shares to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer shall be allocated pursuant to contractual rights the last sentence of such holder or holders, pro rata; and (4Section 2(c)(i) fourth, any other securities; and and (B) if the combination registration is not initiated as a result of securities the exercise of Xxxxxx Demand Rights, then the number of Non-Xxxxxx Shares of holders not initiating the registration which may be included therein shall be allocated as set forth in the last sentence of Section 2(c)(i), subject to be offered is Section 2(c)(i)(A) if Xxxxxx Shares are included as a result of the basis exercise of such Underwriter’s adviceincidental registration rights relating thereto; provided, that, in the case of clauses (xA) the Registrable Securities and (B) of this paragraph, if BT Shares are proposed to be included in the registration as a result of the exercise of any registration rights previously granted to the holders of BT Shares, all of such offering BT Shares shall be reduced as described included in clause (A) above (subject to any such registration before any Non-Xxxxxx Shares held by the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand RegistrationHolders.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.1(c) or Section 2.3 hereof 2.2 advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) writing that the size of the applicable underwritten offering that the Holders, the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are is such that the marketability success of the offering would be adversely affected by inclusion of the Registrable Securities number of securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s advice, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to a number that, in the opinion of such managing Underwriter or Underwriters can be sold without having such an adverse effect, and such number of Registrable Securities proposed for registration) to securities shall be allocated as follows: a. in the extent necessary to reduce event of an Underwritten Shelf Offering, the total amount of securities to be included in such offering Underwritten Shelf Offering shall be allocated (i) first, to the amount recommended by Holders that have requested to participate in such managing Underwriter or Underwriters; provided, that, in Underwritten Shelf Offering on a pro rata basis based on the case of a Demand Registration, the relative number of Registrable Securities then held by them and (ii) second, to the Company; and b. in the event of a Piggy-Back Transaction, the securities to be included in such Demand Registration Piggy-Back Transaction shall not be reduced unless allocated, (i) first, to the Company and (ii) second, and only if all the securities referred to in clause (i) have been included, to the Holders that have requested to participate in such Piggy-Back Transaction any other securities eligible for inclusion in such Piggy-Back Transaction (it being understood there are first entirely excluded from no such underwriting; provided further, that, in eligible securities as of the case date of this Agreement) on a GI Demand Registrationpro rata basis based on the relative number of securities then held by each of them. For clarity, the number of Registrable Securities of the GI Entities securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, any offering in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then which the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer has exercised its rights pursuant to contractual rights of such holder or holders, pro rata; and (4Section 2.4(a)(i)(A) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering determined pursuant to this clause (B) in the case of a Demand RegistrationSection 2.3(b).

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.01 or Section 2.3 hereof 2.02 shall advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the HoldersShareholder, the Company and such any other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the HoldersShareholder, the Company and/or any and such other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then then (A) if the size of the offering is the basis of such Underwriter’s 's advice, the amount of securities Registrable Securities to be offered for the accounts account of Holders Shareholder shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, provided that (x) in the case of a Demand Registration, the number amount of Registrable Securities to be included in such Demand Registration offered for the account of the Shareholder shall not be reduced unless all only after the amount of securities to be offered for the account of the Company and such other securities are first entirely excluded from such underwriting; provided furtherPersons has been reduced to zero, that, and (y) in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of Persons other Persons as well as than the Company, then the Company shall include in proportion by which the amount of such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered for the account of Shareholder is reduced shall not exceed the proportion by which the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights amount of such holder or holders, pro ratasecurities intended to be offered for the account of such other Persons is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s 's advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) ), or (y) in the case of a Piggyback Registration, if the actions described in sub- clause (x) of this clause (B) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or 2.2 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) determine that the size of the offering that the Holders, the Company and and/or such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are is such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (Ai) with respect to a Demand Registration, and subject to the right of the Holder making such Demand Registration request to exclude any securities not held by such Holder therefrom, if the size of the offering is the basis of such Underwriter’s advice's or Underwriters' determination, the Company shall not include in such registration an amount of securities Registrable Securities requested to be offered for included in such offering by all Holders and Minority Holders, as the accounts of Holders shall case may be, equal to the Excess Amount (such reduction to be reduced allocated pro rata (among such Holders and Minority Holders, as the case may be, according to the number of Registrable Securities proposed requested for registrationinclusion) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, and (ii) in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the securities the Company seeks to include shall include in such offering: (1) first, have priority over securities that the Company proposes to offer; (2) second, securities requested sought to be included therein by any other Person (including the Holders and the Minority Holders) and, with respect to the Registrable Securities intended to be offered by Holders and Minority Holders, the proportion by which the amount of such class of securities intended to be offered by Holders and Minority Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced (it being understood that with respect to the Holders, pro rata;the Minority Holders and third parties, such reduction may be all of such class of securities). (3b) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; andIf a Minority Holder who makes a Minority Holder Demand Registration request described in Section 2.3 (4a) fourth, any other securities; and (B) if reasonably determines in good faith that the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment success of the managing Underwriter or Underwriters, offering would be insufficient to substantially eliminate adversely affected by the adverse effect that inclusion of the Registrable Securities requested to be included would then, if the size of the offering is the basis of such Minority Holder's determination, the Company shall only include in such registration an amount of Registrable Securities requested to be included in such offering by all Holders and Minority Holders, as the case may be, equal to the Includible Amount, and with respect to the allocation of the Includible Amount (i) the securities the Minority Holder who made the Minority Holder Demand Registration request seeks to include shall have on priority over securities sought to be included by any other Person (including the Holders and the other Minority Holders), (ii) the securities the Company seeks to include shall, after giving effect to clause (i) of this Section 2.4(b), have priority over securities sought to be included by any other Person (including the Holders and the other Minority Holders) and (iii) after giving effect to clauses (i) and (ii) of this Section 2.4(b), the remaining Includible Amount, if any, shall be allocated pro rata among the Holders and other Minority Holders, as the case may be, according to the number of Registrable Securities requested for inclusion. (c) If, as a result of the proration provisions of Section 2.4(a) or 2.4(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Demand Registration or Piggy-Back Registration that such offeringSelling Holder has requested to be included, such Selling Holder may elect to withdraw its request to include Registrable Securities will in such registration (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall -------- ------- be excluded from such offering; provided that irrevocable and, after making a Withdrawal Election, a Selling Holder shall no longer have any right to include Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registrationregistration as to which such Withdrawal Election was made.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or and any other Persons persons or entities intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter’s advice's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, PROVIDED that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons persons or entities as well as the Company, then with respect to the Company shall include in such offering: (1) first, Registrable securities that the Company proposes to offer; (2) second, securities requested intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or holders, pro rataentities is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.01 or Section 2.3 hereof advise 2.02 delivers a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the HoldersBuyer, the Company and such any other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind combination of securities that the HoldersBuyer, the Company and/or any and such other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then then (A) if the size of the offering is the basis of such Underwriter’s adviceopinion, the amount of securities Registrable Securities to be offered for the accounts account of Holders Buyer shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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 UnderwritersUnderwriter; provided, that, provided that (x) in the case of a Demand Registration, the number amount of Registrable Securities to be included in such Demand Registration offered for the account of the Buyer shall not be reduced unless all only after the amount of securities to be offered for the account of the Company and such other securities are first entirely excluded from such underwriting; provided furtherPersons has been reduced to zero, that, and (y) in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of Persons other Persons as well as than the Company, then the Company shall include in proportion by which the amount of such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered for the account of Buyer is reduced shall not exceed the proportion by which the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights amount of such holder or holders, pro ratasecurities intended to be offered for the account of such other Persons is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s adviceopinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or ), and (y) in the case of a Piggyback Registration, if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient substantially to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing lead Underwriter or Underwriters of an underwritten offering described in Section 2.2 3.01 or Section 2.3 hereof advise 3.02 delivers a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) the size of the offering that the Holdersnumber of shares of Common Stock (including all Registrable Securities) that the Investor (and its permitted transferees), the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are any Registration Statement is such that the marketability success of the any such offering would be materially and adversely affected by inclusion affected, including the price at which the securities can be sold, then the number of shares of Common Stock to be included in the Registration Statement for the account of the Registrable Securities requested to be included, then Investor (Aand its permitted transferees) if and the size of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered for the accounts of Holders Company and any other Persons shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in any such offering Registration Statement to the amount recommended by such managing Underwriter or Underwriterslead Underwriter; provided, thathowever, that (a) priority in the case of a Demand RegistrationRegistration pursuant to Section 3.01 shall be (i) first, the Registrable Securities requested to be included in the Registration Statement for the account of the Investor and its permitted transferees, allocated among them as determined by the Investor so that the total number of Registrable Securities to be included in any such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered offering for the account of other all such Persons as well as will not exceed the Companynumber recommended by such lead Underwriter, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2ii) second, securities initially proposed to be offered by the Company for its own account and (iii) third, pro rata among any other securities of the Company requested to be included therein registered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer holders thereof pursuant to a contractual rights right of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if registration so that the combination total number of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, (b) priority in the case of a Piggyback Registration initiated by the Company for its own account pursuant to Section 3.02 shall be reduced as described in clause (Ai) above first, securities initially proposed to be offered by the Company for its own account, (subject to the provisos in clause (A)ii) or (y) if the actions described in clause (x) wouldsecond, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offeringin the Registration Statement for the account of the Investor and its permitted transferees, such allocated among them as determined by the Investor so that the total number of Registrable Securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, and (iii) third, pro rata among any other securities of the Company requested to be excluded from registered pursuant to a contractual right of registration and (c) priority with respect to inclusion of securities in a Registration Statement initiated by the Company for the account of holders other than any Investor Party pursuant to demand registration rights afforded such offering; provided holders shall be (i) first, securities offered for the account of such holders so that no the total number of Registrable Securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, (ii) second, securities offered by the Company for its own account, (iii) third, the Registrable Securities offered for the account of the Investor and its permitted transferees and (iv) fourth, pro rata among any other securities of the Company requested to be excluded from an offering registered pursuant to this clause (B) in the case a contractual right of a Demand Registrationregistration.

Reduction of Offering. Notwithstanding anything contained herein, if (a) If the managing Underwriter underwriter or Underwriters underwriters of an any underwritten offering described in Section 2.2 or Section 2.3 hereof advise 2.1 have informed, in writing, the Company and the selling Holders of the Registrable Securities included requesting inclusion in such offering that, in that it is their judgment, (i) the size of the offering opinion that the Holderstotal amount of partnership interests (or other equity securities) which the Partnership, the Company selling Holders and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons desiring to participate in such registration intend to include in such offering are is such that as to materially and adversely affect the marketability of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis success of such Underwriter’s adviceoffering, including the price at which such securities can be sold, then the amount of securities partnership interests to be offered for the accounts account of the selling Holders and all such other Persons (other than the Partnership) participating in such registration shall be reduced or limited pro rata (according in proportion to the number respective amounts of Registrable Securities proposed for registration) partnership interests requested to be registered to the extent necessary to reduce the total amount of securities partnership interests requested to be included in such offering to the amount of partnership interests, if any, recommended by such managing Underwriter or Underwritersunderwriters; provided, thathowever, that if such offering is effected for the account of any securityholder of the Partnership other than the selling Holders, pursuant to the demand registration rights of any such securityholder, then the amount of partnership interests to be offered for the account of the Partnership (if any) and the selling Holders (but not such securityholders who have exercised their demand registration rights) shall be reduced or limited pro rata in proportion to the case respective amounts of a Demand Registration, partnership interests requested to be registered to the number extent necessary to reduce the total amount of Registrable Securities partnership interests requested to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from offering to the amount of partnership interests, if any, recommended by such underwriting; provided further, that, managing underwriters. (b) If the managing underwriter or underwriters of any underwritten offering described in Section 2.1 notify the case of a GI Demand Registration, the number selling Holders requesting inclusion of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other offering, that the kind of securities are first entirely excluded from such underwriting; provided further, that, in that the case of a STAG Demand Registrationselling Holders, the number of Registrable Securities of the STAG Entities Partnership and any other Persons desiring to be included participate in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall registration intend to include in such offering: (1) first, securities that offering is such as to materially and adversely affect the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights success of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s adviceoffering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)Subsection 2.2(a) or (y) if a reduction in the actions described in clause (xRegistrable Securities pursuant to Subsection 2.2(a) would, in the judgment of the managing Underwriter underwriter or Underwritersunderwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no . (c) If, as a result of the proration provisions of this Section 2.2, any selling Holder shall not be entitled to include all Registrable Securities will in a Piggy-Back Registration that such selling Holder has requested to be excluded from an offering pursuant included, such selling Holder may elect to this clause (B) withdraw his request to include Registrable Securities in such registration; provided, however, that such a withdrawal shall be irrevocable and, after making such withdrawal, a selling Holder shall no longer have any right to include Registrable Securities in the case of a Demand Registrationregistration as to which such withdrawal was made.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.1 or Section 2.3 hereof advise 2.2 shall deliver written advice to the Company and the Holders Subscriber of the Registrable Securities proposed to be included in such offering that, in their judgment, that (i) the size of the offering that the HoldersSubscriber, the Company Issuer and other Persons, if any, participating in such other Persons offering intend to make or (ii) in the case of a Piggy-Back Registration only, the kind type of securities that the HoldersSubscriber, the Company and/or any Issuer and such other Persons intend to include in such offering are such that the marketability success of the such offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such managing Underwriter’s 's or Underwriters' advice, the amount of securities to be offered for the respective accounts of Holders the Subscribers and such other Persons shall be reduced pro rata (according to the number amount of Registrable Securities and other securities proposed for to be included in such registration) 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; provided, that, in provided that no such reduction shall affect the case amount of a Demand Registration, the number of Registrable Securities securities to be included in sold by the Issuer on a primary basis pursuant to such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwritingregistration; and provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, further that if securities are being offered for the account of other Persons as well as the Companynot contractually entitled to registration, then the Company shall include in such offering: (1) first, amount of securities that the Company proposes to offer; (2) second, securities requested to be included therein offered for the account of Persons contractually entitled to registration (including, without limitation, the Subscriber) shall be reduced only after the amount of securities to be offered on account of Persons not contractually entitled to registration is reduced by an amount equal to the Holders, pro rata; (3) third, total amount of all securities that any other Person proposes to offer pursuant be offered by Persons not contractually entitled to contractual rights of such holder or holders, pro rataregistration; and (4) fourth, any other securities; and and (B) if the combination type of securities to be offered is the basis of such managing Underwriter’s 's or Underwriters' advice, then (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything to the contrary contained herein, if the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 2(a) or Section 2.3 hereof 2(b) shall advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the HoldersInvestor, the Company and such any other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the HoldersInvestors, the Company and/or any and such other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then then (A) if the size of the offering is the basis of such Underwriter’s underwriter's advice, the amount of securities Registrable Securities to be offered for the accounts account of Holders the Investor shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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 underwriter or Underwritersunderwriters; provided, thathowever, that (x) in the case of a Demand Registration, the number amount of Registrable Securities to be included in such Demand Registration offered for the account of the Investor shall not be reduced unless all only after the amount of securities to be offered for the account of the Company and such other securities are first entirely excluded from such underwriting; provided furtherPersons has been reduced to zero, that, and (y) in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of Persons other Persons as well as than the Company, then the Company shall include in proportion by which the amount of such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered for the account of the Investor is reduced shall not exceed the proportion by which the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights amount of such holder or holders, pro ratasecurities intended to be offered for the account of such other Persons is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s underwriter's advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) ), or (y) in the case of a Piggyback Registration, if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter or Underwritersunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.01 or Section 2.3 hereof 2.02 shall advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the HoldersShareholder, the Company and such any other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the HoldersShareholder, the Company and/or any and such other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then then (A) if the size of the offering is the basis of such Underwriter’s 's advice, the amount of securities Registrable Securities to be offered for the accounts account of Holders Shareholder shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, provided that (x) in the case of a Demand Registration, the number amount of Registrable Securities to be included in such Demand Registration offered for the account of the Shareholder shall not be reduced unless all only after the amount of securities to be offered for the account of the Company and such other securities are first entirely excluded from such underwriting; provided furtherPersons has been reduced to zero, that, and (y) in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of Persons other Persons as well as than the Company, then the Company shall include in proportion by which the amount of such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered for the account of Shareholder is reduced shall not exceed the proportion by which the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights amount of such holder or holders, pro ratasecurities intended to be offered for the account of such other Persons is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s 's advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) ), or (y) in the case of a Piggyback Registration, if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the book-running managing Underwriter or Underwriters of an offering described in Section Clause 2.1 or Clause 2.2 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included states in such offering writing that, in their judgment, its good faith judgement (i) the size of the offering that the HoldersOffering Shareholders, the Company Corporation and such any other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind combination of securities that the HoldersOffering Shareholders, the Company and/or Corporation and any such other Persons intend to include in such offering are such that the marketability success of the offering would is reasonably likely to be materially and adversely affected by the inclusion of the Registrable Securities requested to be includedSecurities, then: (Aa) if the size of the offering is the basis of such Underwriter’s advice's opinion, the aggregate amount of securities Registrable Securities to be offered for the accounts account of Holders the Offering Shareholders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; providedUnderwriter, that, provided that in the case of a Demand Registration or a Tag-Along Registration, the amount of Registrable Securities to be offered for the account of the Offering Shareholders shall be reduced, proportionately to the number of Registrable Securities each Offering Shareholder proposes to include in the offering, only after the amount of securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of the Corporation and any other Persons as well as the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes are not Offering Shareholders has been reduced to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro ratazero; and (4) fourth, any other securities; and (Bb) if the combination of securities to be offered is the basis of such Underwriter’s advice's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause Clause (Aa) above (subject to above, except that in the provisos in clause (A)) or (y) case of a Tag-Along Registration, if the actions described in clause Clause (xa) would, in the judgment of the managing Underwriter or Underwritersin consultation with the Corporation, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such the Registrable Securities that are the cause of the Underwriter's concern with respect to the combination of securities will be excluded from such offering; provided that no offering or reduced proportionately to the number of such Registrable Securities will be excluded from an offering pursuant each Offering Shareholder proposes to this clause (B) include in the case of a Demand Registrationoffering.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1(c) or 2.2 or Section 2.3 hereof advise the Company and deliver a written opinion to the Holders of the Registrable Securities included requesting inclusion in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and and/or such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are is such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter’s advice's or Underwriters' opinion, the Company shall not include an amount of securities Registrable Securities requested to be offered for included in such offering by all Holders equal to the accounts of Holders shall Excess Amount (such reduction in connection with a Demand Offering to be reduced allocated, first, pro rata (among Holders requesting inclusion of Registrable Securities in the Demand Offering pursuant to Other Holder Notices, according to the number of Registrable Securities proposed requested by such Holders for registration) inclusion, and then, and only to the extent necessary to reduce any portion of the total amount of securities to be included in such offering to Excess Amount remains unallocated, pro rata among the amount recommended by such managing Underwriter or Underwriters; provided, that, in the case of a Demand Registration, the number remaining Holders requesting inclusion of Registrable Securities to be included in such the Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwritingOffering); provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back RegistrationOffering, if securities are being offered for the account of other Persons as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder or holders, pro rataclass of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced (it being understood that such reduction may be all of such class of securities); and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice's or Underwriters' opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or or, (y) if the actions described in clause (xB)(x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no . If, as a result of the proration provisions of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities will in a Demand Offering or Piggy-Back Offering that such Holder has requested to be excluded from an included, such Holder may elect to withdraw his request to include Registrable Securities in such offering pursuant (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to this clause (B) include Registrable Securities in the case of a Demand Registrationoffering as to which such Withdrawal Election was made.

Reduction of Offering. Notwithstanding anything contained herein, if (a) If the lead managing Underwriter or Underwriters underwriter of an any underwritten offering described in Section 2.2 or Section 2.3 hereof advise the Company and has informed, in writing, the Holders of the Registrable Securities included requesting inclusion in such offering that, in their judgment, (i) the size of the offering that it is its view that the Holderstotal number of securities which an Issuer, the Company Holders and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons desiring to participate in such registration intend to include in such offering are is such that as to materially and adversely affect the marketability success of such offering, including the offering would price at which such securities can be adversely affected by inclusion sold, then the number of the Registrable Securities requested to be included, then (A) if offered for the size of the offering is the basis account of such Underwriter’s advice, Holders and the amount number of such securities to be offered for the accounts account of Holders all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata (according in proportion to the respective number of Registrable Securities proposed for registration) securities requested to be registered to the extent necessary to reduce the total amount number of securities requested to be included in such offering to the amount number of securities, if any, recommended by such lead managing Underwriter underwriter; provided that if such offering is effected for the account of any securityholder of the Company other than the Holders (either directly or Underwriters; providedthrough the LLC), thatpursuant to the demand registration rights of any such securityholder, in the case of a Demand Registration, then the number of Registrable Securities securities to be offered for the account of the Company (if any) and the Holders (but not such securityholders who have exercised their demand registration rights) shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number of securities requested to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, offering to the number of Registrable Securities securities, if any, recommended by such lead managing underwriter. (b) If the lead managing underwriter of any underwritten offering described in Section 2.2 notifies the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number Holders requesting inclusion of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other offering, that the kind of securities are first entirely excluded from that such underwriting; provided furtherHolders, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of Company and any other Persons as well as the Company, then the Company shall desiring to participate in such registration intend to include in such offering: (1) first, securities that offering is such as to materially and adversely affect the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights success of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s adviceoffering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the provisos in clause (A)) or (y) if a reduction in the actions described in Registrable Securities pursuant to clause (xi) above would, in the judgment of the lead managing Underwriter or Underwritersunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. (c) If, as a result of the proration provisions of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such Holder has requested to be included, such Holder may elect to withdraw his request to include Registrable Securities in such registration (a "Withdrawal Election"); provided that a Withdrawal Election shall be made prior to the effectiveness of the Registration Statement and shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made. (d) Holders of Registrable Securities of the LLC will be excluded from an offering entitled to the rights and privileges pertaining to Company Registrable Securities in accordance with each such Holder's Percentage Interest with respect to the Company Registrable Securities held by the LLC notwithstanding that a Liquidation Event has not occurred and Holders may cause the LLC to deliver Company Registrable Securities for inclusion in a Piggy-Back Registration pursuant to this clause (B) in the case of a Demand RegistrationSection 2.3.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s advice's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder or holders, pro rata; and (4) fourth, any class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other securitiesPersons is reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or 2.2 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) determine that the size of the offering that the Holders, the Company and and/or such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are is such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (Ai) with respect to a Demand Registration, and subject to the right of the Holder making such Demand Registration request to exclude any securities not held by such Holder therefrom, if the size of the offering is the basis of such Underwriter’s advice's or Underwriters' determination, the Company shall not include in such registration an amount of securities Registrable Securities requested to be offered for included in such offering by all Holders and Minority Holders, as the accounts of Holders shall case may be, equal to the Excess Amount (such reduction to be reduced allocated pro rata (among such Holders and Minority Holders, as the case may be, according to the number of Registrable Securities proposed requested for registrationinclusion) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, and (ii) in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the securities the Company seeks to include shall include in such offering: (1) first, have priority over securities that the Company proposes to offer; (2) second, securities requested sought to be included therein by any other Person (including the Holders and the Minority Holders) and, with respect to the Registrable Securities intended to be offered by Holders and Minority Holders, the proportion by which the amount of such class of securities intended to be offered by Holders and Minority Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced (it being understood that with respect to the Holders, pro rata;the Minority Holders and third parties, such reduction may be all of such class of securities). (3b) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; andIf a Minority Holder who makes a Minority Holder Demand Registration request described in Section 2.3 (4a) fourth, any other securities; and (B) if reasonably determines in good faith that the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment success of the managing Underwriter or Underwriters, offering would be insufficient to substantially eliminate adversely affected by the adverse effect that inclusion of the Registrable Securities requested to be included would have on then, if the size of the offering is the basis of such offeringMinority Holder's determination, the Company shall only include in such registration an amount of Registrable Securities will requested to be excluded from included in such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in by all Holders and Minority Holders, as the case may be, equal to the Includible Amount, and with respect to the allocation of a the Includible Amount (i) the securities the Minority Holder who made the Minority Holder Demand Registration.Registration request seeks to include shall have priority over securities sought to be included by any other Person (including the Holders and the other Minority Holders), (ii) the

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section Sections 2.1(e) or 2.2 or Section 2.3 hereof (or, in the case of an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders) advise the Company and the Holders of the Registrable Securities included in such offering, or if such managing Underwriter or Underwriters are unwilling to so advise, if the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, conclude after consultation with such managing Underwriter or Underwriters that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then: (Aa) if the size of the offering is the basis of such Underwriter’s advicedetermination, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, thatUnderwriters (or, in the case of a Demand Registration, the number an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders); provided that, pursuant to a Shelf Registration Statement, the securities to be included in such Demand Shelf Registration Statement shall not be reduced unless allocated, (x) first, 100% pro rata among the Holders of the Registrable Securities that have requested to participate in such a Shelf Registration Statement, as applicable, based on the relative number of Registrable Securities then held by each such Holder, (y) next, and only if all other the securities are first entirely excluded from referred to in clause (x) have been included, the number of securities that the Company proposes to include in such underwriting; provided furtherShelf Registration Statement that, thatin the opinion of the managing Underwriter or Underwriters (or, in the case of a GI Demand Registration, the number an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the GI Entities Holders) can be sold without having such significant adverse effect, and (z) last, only if all of the Registrable Securities referred to be in clause (x) and clause (y) have been included in such Demand Registration shall not be reduced unless all registration, any other securities are first entirely excluded from eligible for inclusion in such underwritingregistration; provided furtherprovided, further that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case event of a Piggy-Back Registration, if the securities are being offered for the account of other Persons as well as the Company, then the Company shall include to be included in such offering: Piggy-Back Registration shall be allocated, (1A) first, 100% of the securities that proposed to be sold in such Piggy-Back Registration by the Company or any Person (other than a Holder) exercising a contractual right to demand registration, as the case may be, proposes to offer; sell, (2B) second, and only if all the securities referred to in clause (A) have been included, the number of Registrable Securities that, in the opinion of such managing Underwriter or Underwriters (or, in the case of an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders), can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to be included therein participate in such registration based on the relative number of Registrable Securities then held by the Holders, pro rata; each such Holder and (3C) third, securities that and only if all of the Registrable Securities referred to in clause (A) and clause (B) have been included in such registration, any other Person proposes to offer pursuant to contractual rights of securities eligible for inclusion in such holder or holders, pro rataregistration; and (4) fourth, any other securities; and (Bb) if the combination kind of securities to be offered is the basis of such Underwriter’s advicedetermination, (xi) the Registrable Securities to be included in such offering shall be reduced as described in clause (Aa) above or, (subject to the provisos in clause (A)) or (yii) if the actions described in clause (xi) would, in the good faith, best judgment of the managing Underwriter or Underwriters(or, in the case of an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders), be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing lead Underwriter or Underwriters of an underwritten offering described in Section 2.2 3.01 or Section 2.3 hereof advise 3.02 delivers a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) the size of the offering that the securities (including all Registrable Securities) that the Requesting Holders, the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are any Registration Statement is such that the marketability success of the any such offering would be materially and adversely affected by inclusion affected, including the price at which the securities can be sold, then the number of shares of Common Stock to be included in the Registration Statement for the account of the Registrable Securities requested to be included, then (A) if Requesting Holders and the size of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered for the accounts of Holders Company and any other Persons shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in any such offering Registration Statement to the amount recommended by such managing Underwriter or Underwriterslead Underwriter; provided, thathowever, that (a) priority in the case of a Demand RegistrationRequest pursuant to Section 3.01 shall be (i) first, the Registrable Securities requested to be included in the Registration Statement for the account of the Requesting Holders (allocated pro rata among them based on the number of Registrable Securities requested to be included registered by the Requesting Holders or in such Demand Registration shall not manner as they may otherwise agree), (ii) second, securities proposed to be reduced unless all offered by the Company for its own account and (iii) third, securities requested to be registered by the holders thereof, other securities are first entirely excluded from such underwriting; provided furtherthan the Requesting Holders (the "Other Holders") pursuant to a contractual right of registration, that, (b) priority in the case of a GI Demand RegistrationPiggyback Registration initiated by the Company for its own account pursuant to Section 3.02 shall be (i) first, securities initially proposed to be offered by the Company for its own account, and (ii) second, the Registrable Securities requested to be included in the Registration Statement for the account of the Requesting Holders (allocated pro rata among them based on the number of Registrable Securities of the GI Entities requested to be included registered by the Requesting Holders or in such Demand Registration shall not be reduced unless all manner as they may otherwise agree) and (iii) third, pro rata among any other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by Other Holders pursuant to a contractual right of registration (allocated pro rata among them based on the number of securities requested to be registered by such Other Holders or in such manner as they may otherwise agree), and (c) priority with respect to inclusion of securities in a Registration Statement initiated by the Company for the account of Other Holders pursuant to a contractual right of registration afforded such Other Holders shall be (i) first, securities requested to be registered by such Other Holders for the account of such Other Holders, pro rata; (3ii) thirdsecond, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will in the Registration Statement for the account of the Requesting Holders and other securities requested to be excluded from such offering; provided that no Registrable Securities will be excluded from an offering included therein by any other Other Holders pursuant to this clause a contractual right of registration (Ballocated pro rata among them based on the number of securities requested to be registered by the Requesting Holders and such Other Holders or in such manner as they may otherwise agree), and (iii) in third, securities proposed to be offered by the case of a Demand RegistrationCompany for its own account.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 5.01 or Section 2.3 5.02 hereof advise the Company and delivers a written opinion to the Holders of the Registrable Securities included in such offering that, in their judgment, (i) that the size of the offering that the Holders, the Company and such or any other Persons intend Person intends to make or (ii) in the case of a Piggy-Back Registration only, the kind or combination of securities that the Holders, the Company and/or and any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s advice, then the amount of any securities proposed to be offered for the accounts of Holders shall be reduced pro rata or excluded from the offering as follows: (according to the number of Registrable Securities proposed for registrationi) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities (x) all securities proposed to be included in such Demand Registration offering by Persons other than the Holders shall not be reduced unless all other securities are first entirely or excluded from such underwriting; provided furtheroffering on a pro rata basis (or on another basis agreed to by such other Persons) before any Registrable Securities of the Holders are reduced or excluded from such offering, that, and (y) in the case event that any Registrable Securities of a GI Demand Registrationthe Holders are required to be reduced or excluded from such offering (which will only be required after all securities of Persons other than the Holders have been reduced or excluded as provided in immediately preceding clause (x)), then the number of Registrable Securities of the GI Entities to be included in such Demand Registration Holders shall not be reduced unless all other securities are first entirely or excluded from such underwriting; provided further, that, in the case of offering on a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, pro rata basis; (ii) in the case of a Piggy-Back Registration, if securities are being offered for the account of Registration initiated by a Person other Persons as well as than the Company, then the Company shall include in such offering: all securities (1including Registrable Securities) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering by the Company, the Holders and the holders of similar "piggyback" registration rights shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offeringoffering on a pro rata basis before any securities of the Persons initiating the Piggy-Back Registration are reduced or excluded; provided that no Registrable Securities will be excluded from an offering pursuant to this clause and (Biii) in the case of a Demand RegistrationPiggy-Back Registration initiated by the Company, all securities (including Registrable Securities) to be included in such offering by the Holders and any other holders of similar "piggy-back" registration rights shall be reduced or excluded from such offering on a pro rata basis before any securities of the Company are reduced or excluded. The foregoing provisions of this Section 5.03 are subject to the rights of certain Persons as set forth under the caption "Description of Capital Stock -- Registration Rights" in the Final Offering Memorandum.

Reduction of Offering. Notwithstanding anything contained --------------------- herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.2.1 or Section 2.3 hereof 2.2.2 shall advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the HoldersStockholder, the Company and such any other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the HoldersStockholder, the Company and/or any and such other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then then (A) if the size of the offering is the basis of such Underwriter’s 's advice, the amount of securities Registrable Securities to be offered for the accounts account of Holders Stockholder shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, provided that (x) in the case of a Demand Registration, the number amount of Registrable Securities to be included in such Demand Registration offered for the account of the Stockholder shall not be reduced unless all only after the amount of securities to be offered for the account of the Company and such other securities are first entirely excluded from such underwriting; provided furtherPersons has been reduced to zero, that, and (y) in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of Persons other Persons as well as than the Company, then the Company shall include in proportion by which the amount of such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered for the account of Stockholder is reduced shall not exceed the proportion by which the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights amount of such holder or holders, pro ratasecurities intended to be offered for the account of such other Persons is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s 's advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) ), or (y) in the case of a Piggyback Registration, if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.2.1 or Section 2.3 hereof 2.2.2 shall advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the HoldersStockholder, the Company and such any other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the HoldersStockholder, the Company and/or any and such other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then then (A) if the size of the offering is the basis of such Underwriter’s 's advice, the amount of securities Registrable Securities to be offered for the accounts account of Holders Stockholder shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, provided that (x) in the case of a Demand Registration, the number amount of Registrable Securities to be included in such Demand Registration offered for the account of the Stockholder shall not be reduced unless all only after the amount of securities to be offered for the account of the Company and such other securities are first entirely excluded from such underwriting; provided furtherPersons has been reduced to zero, that, and (y) in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of Persons other Persons as well as than the Company, then the Company shall include in proportion by which the amount of such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered for the account of Stockholder is reduced shall not exceed the proportion by which the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights amount of such holder or holders, pro ratasecurities intended to be offered for the account of such other Persons is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s 's advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) ), or (y) in the case of a Piggyback Registration, if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 6.1 or Section 2.3 6.2 hereof advise the Company and delivers a written opinion to the Holders of the Registrable Securities included in such offering that, in their judgment, (i) that the size of the offering that the Holders, the Company and such or any other Persons intend Person intends to make or (ii) in the case of a Piggy-Back Registration only, the kind or combination of securities that the Holders, the Company and/or and any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s advice, then the amount of any securities proposed to be offered for the accounts of Holders shall be reduced pro rata or excluded for the offering as follows: (according to the number of Registrable Securities proposed for registrationi) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities (x) all securities proposed to be included in such Demand Registration offering by Persons other than the Holders shall not be reduced unless all other securities are first entirely or excluded from such underwriting; provided furtheroffering on a pro rata basis (or on another basis agreed to by such other Persons) before any Registrable Securities of the Holders are reduced or excluded from such offering, that, and (y) in the case event that any Registrable Securities of a GI Demand Registrationthe Holders are required to be reduced or excluded from such offering (which will only be required after all securities of Persons other than the Holders have been excluded entirely as provided in immediately preceding clause (x)), then the number of Registrable Securities of the GI Entities to be included in such Demand Registration Holders shall not be reduced unless all other securities are first entirely or excluded from such underwriting; provided further, that, in the case of offering on a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, pro rata basis. (ii) in the case of a Piggy-Back Registration, if securities are being offered for the account of Registration initiated by a Person other Persons as well as than the Company, then the Company shall include in such offering: all securities (1including Registrable Securities) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering by the Company, the Holders and the holders of similar "piggy-back" registration rights shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offeringoffering on a pro rata basis before any securities of the Persons initiating the Piggy-Back Registration are reduced or excluded; provided that no Registrable Securities will be excluded from an offering pursuant to this clause and (Biii) in the case of a Demand RegistrationPiggy-Back Registration initiated by the Company, all securities (including Registrable Securities) to be included in such offering by the Holders, and any other holders of similar "piggy-back" registration rights shall be reduced or excluded from such offering on a pro rata basis before any securities of the Company are reduced or excluded.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s adviceopinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced, if the Company shall include in has the right to reduce such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securitiesPerson’s allocation; and (B) if the combination of securities to be offered is the basis of such Underwriter’s adviceopinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then: (A) if the size of the offering is the basis of such Underwriter’s adviceopinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, thatwith such reduction applied first against the number of Registrable Securities, in if any, proposed for registration by the case of Management Founders, and then, if a Demand Registrationfurther reduction is needed, pro rata among all other Holders (according to the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwritingproposed for registration); provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then with respect to the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein offered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights the proportion by which the amount of such holder or holders, pro rata; and (4) fourth, any class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other securitiesPersons is reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter’s adviceopinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.1(a)(1), Section 2.1 (b)(1 ) or Section 2.3 hereof advise the Company and 2.2 deliver a written opinion to the Holders of the Registrable Securities included in such offering that, in their judgment, that (i) the size of the offering that the Holders, the Company Issuer and such other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or Issuer and any other Persons persons or entities intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) then if the size of the offering is the basis of such Underwriter’s advice's opinion, the amount of securities to be offered for shall be cut back only to the extent necessary and the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the such 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to which securities shall be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case following order of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offeringpriority: (1) with respect to an Allied Demand Registration, the Issuer will include in such registration in the following priority: (x) first, securities up to the full amount of Registrable Securities proposed to be offered and sold by the Allied Holders, reduced pro rata to the extent necessary, (y) second, up to the full amount of Registrable Securities proposed to be offered and sold by the PG Holders, reduced pro rata to the extent necessary, and then (z) any shares of Common Stock held by other persons that the Company proposes Issuer may be obligated to offerinclude in such registration; (2) with respect to a PG Demand Registration, the Issuer will include in such registration in the following priority: (x) first, up to the full amount of Registrable Securities proposed to be offered and sold by the PG Holders, reduced pro rata to the extent necessary, (y) second, securities requested up to the full amount of Registrable Securities proposed to be included therein offered and sold by the Allied Holders, reduced pro rata;rata to the extent necessary, and then (z) any shares of Common Stock held by other persons that the Issuer may be obligated to include in such registration; and (3) third, securities that any other Person proposes with respect to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if a registration initiated by the combination of securities to be offered is the basis of such Underwriter’s adviceIssuer for its own account, (x) first, all shares of Common Stock the Registrable Securities Issuer proposes to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or offer and sell, (y) if second, up to the actions described in clause (x) would, in the judgment full amount of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested proposed to be included would have on offered and sold by Holders of Registrable Securities, reduced pro rata to the extent necessary, and then (z) any shares of Common Stock held by other persons that the Issuer may be obligated to include in such offering, such Registrable Securities will be excluded from such offeringregistration; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.and

Reduction of Offering. Notwithstanding anything contained herein, if the managing lead Underwriter or Underwriters of an underwritten offering described in Section 2.2 3.01 or Section 2.3 hereof advise 3.02 delivers a written opinion to the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) the size of the offering that the Holdersnumber of shares of Common Stock (including all Registrable Securities) that the Investor (and its permitted transferees), the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are any Registration Statement is such that the marketability success of the any such offering would be materially and adversely affected by inclusion affected, including the price at which the securities can be sold, then the number of shares of Common Stock to be included in the Registration Statement for the account of the Registrable Securities requested to be included, then Investor (Aand its permitted transferees) if and the size of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered for the accounts of Holders Company and any other Persons shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in any such offering Registration Statement to the amount recommended by such managing Underwriter or Underwriterslead Underwriter; provided,however, that, that (a) priority in the case of a Demand RegistrationRequest pursuant to Section 3.01 shall be (i) first, the Registrable Securities requested to be included in the Registration Statement for the account of the Investor and its permitted transferees, allocated among them as determined by the Investor so that the total number of Registrable Securities to be included in any such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered offering for the account of other all such Persons as well as will not exceed the Companynumber recommended by such lead Underwriter, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2ii) second, securities initially proposed to be offered by the Company for its own account and (iii) third, pro rata among any other securities of the Company requested to be included therein registered by the Holders, pro rata; (3) third, securities that any other Person proposes to offer holders thereof pursuant to a contractual rights right of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if registration so that the combination total number of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, (b) priority in the case of a Piggyback Registration initiated by the Company for its own account pursuant to Section 3.02 shall be reduced as described in clause (Ai) above first, securities initially proposed to be offered by the Company for its own account, (subject to the provisos in clause (A)ii) or (y) if the actions described in clause (x) wouldsecond, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offeringin the Registration Statement for the account of the Investor and its permitted transferees, such allocated among them as determined by the Investor so that the total number of Registrable Securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, and (iii) third, pro rata among any other securities of the Company requested to be excluded from registered pursuant to a contractual right of registration and (c) priority with respect to inclusion of securities in a Registration Statement initiated by the Company for the account of holders other than any Investor Party pursuant to demand registration rights afforded such offering; provided holders shall be (i) first, securities offered for the account of such holders so that no the total number of Registrable Securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, (ii) second, securities offered by the Company for its own account, (iii) third, the Registrable Securities offered for the account of the Investor and its permitted transferees and (iv) fourth, pro rata among any other securities of the Company requested to be excluded from an offering registered pursuant to this clause (B) in the case a contractual right of a Demand Registrationregistration.

Reduction of Offering. (a) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.01 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) 2.02 determine that the size of the offering that the Holders, the Company and and/or such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are is such that the marketability success of the offering would be materially adversely affected by inclusion of the Registrable Securities requested to be included, then then (Ai) if the size of the offering is the basis of such Underwriter’s advicewith respect to a Demand Registration, the Company shall not include in such registration an amount of securities Registrable Securities requested to be offered for included in such offering by all Holders equal to the accounts of Holders shall Excess Amount (such reduction to be reduced allocated first, ----- pro rata among Persons other than the Holders, second, among Holders (other than ------ Holders with Demand Registration rights pursuant to Section 2.01 hereof) according to the number of Registrable Securities proposed requested for registration) inclusion and third, among Holders with Demand Registration rights pursuant to the extent necessary Section 2.01 ----- hereof according to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, requested for inclusion) and (ii) in the case of a Piggy-Back Registration (that does not also constitute a Demand Registration), if securities are being offered for the account of other Persons as well as the Company, then the securities the Company seeks to include shall include in have priority over securities sought to be included by any other Person (including the Holders) and, with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such offering:class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced (it being understood that with respect to the Holders and third parties such reduction may be all of such class of securities). (1b) firstIf, securities as a result of the proration provisions of Section 2.03(a), any Holder shall not be entitled to include all Registrable Securities in a Demand Registration or Piggy-Back Registration that the Company proposes to offer; (2) second, securities such Holder has requested to be included therein by the Holdersincluded, pro rata; (3) third, securities that any other Person proposes such Holder may elect to offer pursuant withdraw his request to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the include Registrable Securities to be included in such offering registration (a "Withdrawal Election"); provided however, that a Withdrawal Election shall be reduced as described in clause (A) above (subject irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to the provisos in clause (A)) or (y) if the actions described in clause (x) would, include Registrable Securities in the judgment of the managing Underwriter or Underwriters, be insufficient registration as to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on which such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand RegistrationWithdrawal Election was made.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 2.01(c), Section 2.02 or Section 2.3 hereof 2.03 advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) the size of the offering writing that the Holders, the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability of the offering would be adversely affected by inclusion of the Registrable Securities number of securities requested to be includedincluded in such underwritten offering creates a substantial risk that the price per share will be reduced or will otherwise materially adversely affect the timing, then (A) if the size distribution method, or the probability of the offering is the basis success of such Underwriter’s adviceoffering, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to a number that, in the opinion of such managing Underwriter or Underwriters can be sold without creating such a risk or having such other material adverse effect, and such number of Registrable Securities proposed for registrationsecurities shall be allocated as follows: (a) to in the extent necessary to reduce event of an Underwritten Shelf Offering or an Underwritten Demand Offering, the total amount of securities to be included in such offering Underwritten Shelf Offering or Underwritten Demand Offering shall be allocated solely to the amount recommended by Holders that have requested to participate in such managing Underwriter Underwritten Shelf Offering or Underwriters; provided, that, in Underwritten Demand Offering on a pro rata basis based on the case of a Demand Registration, the relative number of Registrable Securities then held by them; and (b) in the event of an Underwritten Piggy-Back Offering, the securities to be included in such Demand Registration Underwritten Piggy-Back Offering shall not be reduced unless all allocated, (i) first, to the Company and/or any Person (other than a Holder) exercising a contractual right to demand the registration and sale of its securities in such Underwritten Piggy-Back Offering (it being understood there are first entirely excluded from no such underwriting; provided furthercontractual rights in effect as of the date of this Agreement), that, in as the case of may be, (ii) second, and only if all the securities referred to in clause (i) have been included, to the Holders that have requested to participate in such Underwritten Piggy-Back Offering on a GI Demand Registration, pro rata basis based on the relative number of Registrable Securities then held by each of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: them and (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3iii) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) and only if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion all of the Registrable Securities requested referred to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this in clause (Bii) have been included, any other securities eligible for inclusion in such Underwritten Piggy-Back Offering (it being understood there are no such eligible securities as of the case date of a Demand Registrationthis Agreement).

Reduction of Offering. Notwithstanding anything contained herein, if If the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in any such offering that, in their judgment, (i) the size of the offering that the Holders, the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration onlywhich is an underwritten offering have informed, in writing, the kind Holders requesting inclusion of securities Registrable Securities in such offering that it is their opinion that the Holderstotal number of shares which the Company, the Company and/or Holders of Registrable Securities and any other Persons participating in such registration intend to include in such offering are is such that as to materially and adversely affect the marketability of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis success of such Underwriter’s adviceoffering, then the amount number of securities shares to be offered for the accounts account of Holders all Persons participating in such Piggy-Back Registration shall be reduced or limited (to zero if necessary) and the Company shall include in the registration the maximum number of securities which it is so advised can be sold without the adverse effect, allocated as follows: (i) First, the securities proposed to be registered by the Company for its own account; (ii) Second, the securities proposed to be registered by the Company pursuant to the exercise by any Person of a "demand" right requesting the registration of securities of the Company pursuant to an agreement with the Company in existence as of the date of this Agreement; (iii) Third, the securities proposed to be registered by the Company, other than for its own account, including, without limitation, the Registrable Securities duly requested to be included in the registration by the Holders and the Shares required to be registered by the Company pursuant to the exercise by any Person other than a Holder of Registrable Securities, of its piggy-back rights. All reductions in shares included in a Registration Statement shall be allocated pro rata (according in proportion to the respective number of Registrable Securities proposed for registration) shares requested to be included in such offering by such Persons to the extent necessary to reduce the total amount number of securities shares requested to be included in such offering to the amount number of shares, if any, recommended by such managing Underwriter underwriter or Underwriters; provided, that, in underwriters. Although the case specific shares of Common Stock disposed of pursuant to a Demand RegistrationPiggy-Back Registration will cease to be Registrable Securities, the number mere registration of Registrable Securities to be included in such Demand Registration under this Section 3 shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in relieve the case Company of its obligation to effect or maintain a GI Demand Registration, Shelf Registration Statement pursuant to Section 2. No failure by the number Holders to elect a Piggy-Back Registration under this Section 3 or to complete the sale of Registrable Securities of pursuant to the GI Entities to be included registration statement effected in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided furtherconnection therewith, that, in the case of a STAG Demand Registration, the number and no withdrawal of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for shall relieve the account Company of any other Persons as well as obligation under this Agreement, including without limitation, the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration's obligations under Sections 4 and 5.

Reduction of Offering. Notwithstanding anything contained in any other Section herein, if the managing lead Underwriter or Underwriters of an offering described in Section 2.2 3.1 or Section 2.3 hereof advise 3.2 delivers a written statement to the Company Issuer that the success of such offering would, in its opinion, be materially and adversely affected by inclusion of all the Holders securities requested to be included, then the Issuer may, upon written notice to the Holders, reduce (if and to the extent stated by such Underwriter to be necessary to eliminate such effect) the number of the Registrable Securities securities required to be registered so that the resultant aggregate number of the securities requested to be registered that will be included in such offering that, in their judgment, (i) registration shall be equal to the size numbers of the offering securities referred to in the preceding parenthetical; PROVIDED, HOWEVER, that the Holders, the Company and priority in such other Persons intend to make or registration shall be (iiA) in the case of a Piggy-Back Registration onlyan Initial Public Offering resulting from the giving of an IPO Demand, the kind of (i) first, securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the marketability of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, in the case of a Demand Registration, the number of Registrable Securities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the CompanyIssuer, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2ii) second, securities requested to be included therein by offered for the Holders, pro rata; account of the holders of Registrable Securities and (3iii) third, securities that among any other Person proposes securityholders entitled to offer registration rights pursuant to any contractual rights right of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) wouldregistration, in the judgment of the managing Underwriter or Underwritersaccordance therewith, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause and (B) in the case of any other initial public offering, (i) first, securities for the account of the Issuer and (ii) second, among any other securityholders of the Issuer entitled to registration rights pursuant to any contractual right of registration, in accordance therewith, (C) in the case of any Registration Demand by holders of Registrable Securities, first, securities offered for the account of such holders, (ii) second, pro rata among any other securityholders of the Issuer entitled to register securities pursuant to a Demand Registrationcontractual right of registration in accordance therewith and (iii) third, securities offered for the account of the Issuer and (D) in any case where any securityholder other than a holder of Registrable Securities has requested registration pursuant to a contractual right of registration (i) first to securities offered for the account of any such holders, in accordance therewith, (ii) second, pro rata among any securities of the holders or Registrable Securities to the extent requested to be registered pursuant to Section 3.2 and (iii) third, securities offered for the account of the Issuer.

Reduction of Offering. Notwithstanding anything contained hereinelse in this Agreement, if in the opinion of the book-running managing Underwriter or Underwriters underwriter of an offering described in Section 2.2 2.1 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, 2.2 (i) the size of the offering that the Holdersoffering, the Company and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind combination of securities that the Holders, the Company and/or any other Persons intend proposed to include be included in such offering are such that the marketability success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be includedSecurities, then: (Aa) if the size of the offering is the basis of for such Underwriter’s adviceunderwriter's opinion, the amount of securities Registrable Securities to be offered for the accounts account of Holders shall the Stockholders will be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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 Underwritersunderwriter; provided, that, that (x) in the case of a Demand Registration, the number amount of Registrable Securities to be included in such Demand Registration shall not offered by, on behalf of, or for the account of the Stockholders will be reduced unless all only after the amount of securities to be offered for the account of the Company and any security holders, other securities are first entirely excluded from such underwriting; provided furtherthan the Stockholders, that, has been reduced to zero and (y) in the case of a GI Demand Piggyback Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if where securities are being offered by or for the account of anyone other than the Company, then the proportion by which the aggregate amount of such Registrable Securities intended to be offered by or for the account of the Stockholders is reduced will not exceed the proportion by which the amount of such securities intended to be offered for the account of such other Persons as well as the Company, then the Company shall include in such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rataselling shareholder is reduced; and (4) fourth, any other securities; and (Bb) if the combination of securities to be offered is the basis of for such Underwriter’s adviceunderwriter's opinion, (x) the Registrable Securities to be included in such offering shall will be reduced as described in clause paragraph (Aa) above (subject to above, except that in the provisos in clause (A)) or (y) case of a Piggyback Registration, if the actions reduction described in clause (xy) of paragraph (a) would, in the judgment of the book-running managing Underwriter or Underwritersunderwriter, be insufficient substantially to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.

Reduction of Offering. Notwithstanding anything contained herein, if (a) Piggy-Back Registration. (i) If the managing Underwriter or Underwriters underwriter(s) ----------------------- of an any underwritten offering described in Section 2.2 or Section 2.3 hereof advise have informed, in writing, the Company and the Selling Holders of the Registrable Securities included requesting inclusion in such offering that, in that it is their judgment, (i) the size of the offering opinion that the Holderstotal number of shares which the Company, the Company Selling Holders and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons desiring to participate in such registration intend to include in such offering are is such that as to adversely affect the marketability of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis success of such Underwriter’s adviceoffering, including the amount price at which such securities can be sold, then the number of securities shares to be offered for the accounts account of the Selling Holders and all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata (according in proportion to the respective number of Registrable Securities proposed for registration) shares requested to be registered to the extent necessary to reduce the total amount number of securities shares requested to be included in such offering to the amount number of shares, if any, recommended by such managing Underwriter or Underwritersunderwriters; provided, thathowever, in that if such offering is effected for the case account of a Demand Registrationany securityholder of the Company other than the Selling Holders, pursuant to the demand registration rights of any such securityholder, then the number of Registrable Securities shares to be offered for the account of the Selling Holders and all other Persons (other than the Company) participating in such registration (but not such securityholders who have exercised their demand registration rights) shall be reduced or limited pro rata in proportion to the respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, offering to the number of Registrable Securities shares, if any, recommended by such managing underwriters. (ii) If the managing underwriter or underwriters of any underwritten offering described in Section 2.2 notify the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number Selling Holders requesting inclusion of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other offering, that the kind of securities are first entirely excluded from such underwriting; provided furtherthat the Selling Holders, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of Company and any other Persons as well as the Company, then the Company shall desiring to participate in such registration intend to include in such offering: (1) first, securities that offering is such as to adversely affect the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights success of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s adviceoffering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the provisos in clause (A)) or (y) if a reduction in the actions described in Registrable Securities pursuant to clause (xi) above would, in the judgment of the managing Underwriter underwriter(s) or Underwritersunderwriters, be insufficient to substantially eliminate the such adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no . (iii) Notwithstanding anything herein to the contrary, this Section 2.3(a) shall be subject to the provisions of the Warrant to purchase Common Stock expiring on November 24, 2002 held by Amoco Corporation. (b) If, as a result of the proration provisions of this Section 2.3, any Selling Holder shall not be entitled to include all Registrable Securities will in a Piggy-Back Registration that such Selling Holder has requested to be excluded from an offering pursuant included, such Selling Holder may elect to this clause withdraw his request to include Registrable Securities in such registration (B) a "Withdrawal Election"); provided, -------- however, that a Withdrawal Election shall be irrevocable and, after making a ------- Withdrawal Election, a Selling Holder shall no longer have any right to include Registrable Securities in the case of a Demand Registrationregistration as to which such Withdrawal Election was made.

Reduction of Offering. Notwithstanding anything contained herein, if (a) Piggy-Back Registration. (i) If the managing Underwriter or Underwriters underwriter(s) of an ----------------------- any underwritten offering described in Section 2.2 or Section 2.3 hereof advise Section2.2 have advised the Company and the Holders of the Registrable Securities included in such offering that, in that it is their judgment, (i) the size of the offering opinion that the Holderstotal number of shares which the Company, the Company Selling Holders and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons desiring to participate in such registration intend to include in such offering are is such that as to materially and adversely affect the marketability of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis success of such Underwriter’s adviceoffering, including the amount price at which such securities can be sold, then the number of securities shares to be offered for the accounts account of the Selling Holders and all such other Persons (other than the Company) participating in such registration shall be eliminated or reduced pro rata (according in proportion to the respective number of Registrable Securities proposed for registration) shares requested to be registered to the extent necessary to reduce the total amount number of securities shares requested to be included in such offering to the amount number of shares, if any, recommended by such managing Underwriter or Underwritersunderwriters; provided, that-------- however, in that if such offering is effected for the case account of a Demand Registrationany ------- securityholder of the Company other than the Selling Holders, pursuant to the demand registration rights of any such securityholder, then the number of Registrable Securities shares to be offered for the account of the Selling Holders and all other Persons (other than the Company) participating in such registration (but not such securityholders who have exercised their demand registration rights) shall be eliminated or reduced pro rata in --- ---- proportion to the respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a GI Demand Registration, offering to the number of Registrable Securities shares, if any, recommended by such managing underwriters. (ii) If the managing underwriter or underwriters of any underwritten offering described in Section2.2 notify the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number Selling Holders requesting inclusion of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other offering, that the kind of securities are first entirely excluded from such underwriting; provided furtherthat the Selling Holders, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of Company and any other Persons as well as the Company, then the Company shall desiring to participate in such registration intend to include in such offering: (1) first, securities that offering is such as to adversely affect the Company proposes to offer; (2) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights success of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s adviceoffering, (x) the x)the Registrable Securities to be included in such offering shall be reduced as (b) If, as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment a result of the managing Underwriter or Underwriterspro ration provisions of this Section2.3, any Selling Holder shall not be insufficient entitled to substantially eliminate the adverse effect that inclusion of the include all Registrable Securities in a Piggy-Back Registration that such Selling Holder has requested to be included would have on such offeringincluded, such Selling Holder may elect to withdraw his request to include Registrable Securities will in such registration (a "Withdrawal Election"); provided, however, that a Withdrawal Election -------- ------- shall be excluded from such offering; provided that irrevocable and, after making a Withdrawal Election, a Selling Holder shall no longer have any right to include Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registrationregistration as to which such Withdrawal Election was made.

Reduction of Offering. Notwithstanding anything contained herein, if the managing lead Underwriter or Underwriters of an underwritten offering described in Section 2.2 3.01 or Section 2.3 hereof advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, (i) the size of the offering 3.02 delivers a written opinion to Xxxxxxxx American that the Holdersnumber of shares of Common Stock (including all Registrable Securities) that B&W, the Company Xxxxxxxx American and such other Persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are any Registration Statement is such that the marketability success of the any such offering would be materially and adversely affected by inclusion affected, including the price at which the securities can be sold, then the number of the Registrable Securities requested shares of Common Stock to be included, then (A) if included in the size of the offering is the basis of such Underwriter’s advice, the amount of securities to be offered Registration Statement for the accounts account of Holders B&W, Xxxxxxxx American and any other Persons shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in any such offering Registration Statement to the amount recommended by such managing Underwriter or Underwriterslead Underwriter; provided, thathowever, that (a) priority in the case of a Demand RegistrationRegistration pursuant to Section 3.01 shall be (i) first, the Registrable Securities requested to be included in the Registration Statement for the account of the Investor Parties, allocated pro rata among them in accordance with the number of Registrable Securities held by each of them so that the total number of Registrable Securities to be included in any such Demand Registration shall offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, (ii) second, securities initially proposed to be reduced unless all offered by Xxxxxxxx American for its own account and (iii) third, pro rata among any other securities are first entirely excluded from of Xxxxxxxx American requested to be registered by the holders thereof pursuant to a contractual right of registration so that the total number of registrable securities to be included in any such underwriting; provided furtheroffering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, that, (b) priority in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities Piggyback Registration initiated by Xxxxxxxx American for its own account pursuant to Section 3.02 shall be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other Persons as well as the Company, then the Company shall include in such offering: (1i) first, securities that the Company proposes initially proposed to offer; be offered by Xxxxxxxx American for its own account, (2ii) second, securities requested to be included therein by the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights of such holder or holders, pro rata; and (4) fourth, any other securities; and (B) if the combination of securities to be offered is the basis of such Underwriter’s advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offeringin the Registration Statement for the account of the Investor Parties, such allocated pro rata among them in accordance with the number of registrable securities held by each of them so that the total number of Registrable Securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, and (iii) third, pro rata among any other securities of Xxxxxxxx American requested to be excluded from registered pursuant to a contractual right of registration and (c) priority with respect to inclusion of securities in a Registration Statement initiated by Xxxxxxxx American for the account of holders other than any Investor Party pursuant to demand registration rights afforded such offering; provided holders shall be (i) first, securities offered for the account of such holders so that no the total number of registrable securities to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead Underwriter, (ii) second, securities offered by Xxxxxxxx American for its own account, (iii) third, the Registrable Securities will offered for the account of the Investor Parties and (iv) fourth, pro rata among any other securities of Xxxxxxxx American requested to be excluded from an offering registered pursuant to this clause (B) a contractual right of registration. Until such time as B&W owns less than 15% of the outstanding Common Stock of Xxxxxxxx American, Xxxxxxxx American shall not enter into any contractual arrangements that would conflict with the priorities set forth in the case of a Demand Registrationproviso to the preceding sentence.

Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or 2.2 or Section 2.3 hereof shall advise the Company and the Holders of the Registrable Securities included in such offering that, in their judgment, FUNC that (i) the size of the offering that the HoldersLarge Shareholder, the Company FUNC and such any other Persons persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the HoldersLarge Shareholder, the Company and/or any FUNC and such other Persons persons intend to include in such offering are such that the marketability success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then then (A) if the size of the offering is the basis of such Underwriter’s 's advice, the amount of securities Registrable Securities to be offered for the accounts account of Holders such Large Shareholder shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) 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; provided, that, provided that (x) in the case of a Demand Registration, the number amount of Registrable Securities to be included in offered for the account of such Demand Registration Large Shareholder shall not be reduced unless all only after the amount of securities to be offered for the account of FUNC and such other securities are first entirely excluded from such underwriting; provided furtherpersons has been reduced to zero, that, and (y) in the case of a GI Demand Registration, the number of Registrable Securities of the GI Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a STAG Demand Registration, the number of Registrable Securities of the STAG Entities to be included in such Demand Registration shall not be reduced unless all other securities are first entirely excluded from such underwriting; provided further, that, in the case of a Piggy-Back Piggyback Registration, if securities are being offered for the account of persons other Persons as well as the Companythan FUNC, then the Company shall include in proportion by which the amount of such offering: (1) first, securities that the Company proposes to offer; (2) second, securities requested Registrable Securities intended to be included therein by offered for the Holders, pro rata; (3) third, securities that any other Person proposes to offer pursuant to contractual rights account of such holder or holders, pro rataLarge Shareholder is reduced shall not exceed the proportion by which the amount of such securities intended to be offered for the account of such other persons is reduced; and (4) fourth, any other securities; and and (B) if the combination of securities to be offered is the basis of such Underwriter’s 's advice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the provisos proviso in clause (A)) ), or (y) in the case of a Piggyback Registration, if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter or UnderwritersUnderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering; provided that no Registrable Securities will be excluded from an offering pursuant to this clause (B) in the case of a Demand Registration.