Common use of Priority in Incidental Registrations Clause in Contracts

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letter.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3(b) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the CompanyIssuer, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company Issuer and holders of the Registrable Securities Holders requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, then (A) in the case of an offering for the account of the Issuer, the Issuer will include in such registration all Registrable Securities requested to be included in such registration (allocated among the Holders pro rata among such holders on the basis of the number of such securities Registrable Securities requested to be included therein by each such holders Holder) and, thereafter, such securities registered for sale for the account of the Issuer only to the extent such managing underwriter believes can be sold in (or during the time of) such offering without adversely affecting the sale of the Registrable Securities, and (iiB) secondin the case of an offering that was commenced as a result of the exercise of demand registration rights by Persons other than the Holders, shares of the Persons commencing such registration and the Holders shall be entitled to include such other Person's securities so requested of the Issuer and Registrable Securities in an amount up to the amount such managing underwriters or underwriters advise may be included by the holders of such other securitiestherein, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal allocated first to the approximate number of shares stated in Holders and thereafter among other Persons commencing such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2(b) involves an underwritten offering Underwritten Offering of the securities so being registered, whether or not for sale for the account of Wyndham, and the Companysole Underwriter or the lead managing Underwriter, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) as the managing underwriter case may be, of such underwritten offering Underwritten Offering shall inform the Company and holders advise Wyndham in writing (with a copy to each Initial Holder of the Registrable Securities requesting such registration by letter of its belief that registration) on or before the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and date 5 days prior to the extent stated by date then scheduled for such managing underwriter to be necessary to eliminate such effect) (i) firstoffering that, in its opinion, the number amount of such securities (including Registrable Securities so Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, then Wyndham will include in such registration: first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including the Holders), and second, the amount of other securities (including Registrable Securities) requested to be included in such registration that Wyndham is so advised can be sold in (or during the time of) such offering, allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such holders registration on the basis of the number of the securities (including Registrable Securities) beneficially owned at the time by the holders (including the Holders) requesting inclusion of their securities; provided, however, that in the event Wyndham will not, by virtue of this paragraph, include in any such securities registration all of the Registrable Securities of any Holder requested to be included by in such holders and (ii) secondregistration, shares such Holder may, upon written notice to Wyndham given within 3 days of the time such Holder first is notified of such other securities matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so requested included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2(b) involves an underwritten offering Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by and the sole Underwriter or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the lead managing underwriter Underwriter, as the case may be, of such underwritten offering Underwritten Offering shall inform advise the Company and holders in writing (with a copy to each Holder of the Registrable Securities requesting registration) on or before the date five days prior to the date of pricing of for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration by letter of its belief that exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offered, then the Company maywill be required to include in such registration, upon written notice first, all the securities entitled to be sold pursuant to such Registration Statement by the Company; second all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration Underwritten Offering by the Investor Stockholders and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata among such holders on the basis of the number of Registrable Securities requested to be included by all the Investor Stockholders requesting to participate in the Underwritten Offering or on such other basis as shall be agreed among such Investor Stockholders; third, all Registrable Securities requested to be included in such Underwritten Offering by the other Holders and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities requested to be included in such Underwritten Offering by all such Holders and fourth, all other securities requested, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Underwritten Offering which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Underwritten Offering, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Underwritten Offering on the basis of the number of securities requested to be included in such Underwritten Offering by all such holders and (ii) secondholders; provided, shares however, that in the event the Company will not, by virtue of this paragraph, include in any such other securities so registration all of the Registrable Securities of any Holder requested to be included by in such registration, such Holder may, upon written notice to the holders Company given within three days of the time such Holder first is notified of such other securitiesmatter, so that reduce the resultant aggregate number amount of such Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of such other shares of securities so requested Registrable Securities to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant The Company shall use reasonable best efforts to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) cause the managing underwriter underwriter(s) of such underwritten offering shall inform the Company and holders a proposed Underwritten Offering to include all of the Registrable Securities requesting so requested by the Holder on the same terms and conditions as any other Equity Securities included in the Underwritten Offering. Notwithstanding the foregoing, if the managing underwriter(s) of such registration by letter Underwritten Offering have informed the Company in writing that in its good faith opinion the total number or dollar amount of its belief securities that the Holder Affiliated Group, the Company and any other securityholders intend to include in such Underwritten Offering is likely to have a material adverse effect on the timing, price or distribution of all such Underwritten Offering, then there shall be included in such Underwritten Offering the number or a specified dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without having such material adverse effect on such Underwritten Offering, and such number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief shall be reduced and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) allocated as follows: (i) in the case of a registration initiated by the Company to register securities for its own account and not for any securityholder: first, all securities of the number of such Registrable Securities so Company requested to be included by the Company in such registration; second, if any capacity remains, the securities of the Company requested to be included by the Holder, in the registration amounts allowed by the managing underwriters, allocated among the members of the Holder Affiliated Group as shall be determined by the Holder; third, if any capacity remains, the securities of the Company requested to be included by other holders of securities requesting such registration, in the amounts allowed by the managing underwriters, pro rata among such holders on the basis of the number percentage of such securities requested to be included in such registration by such holders and and (ii) in any offering initiated by a party to an agreement providing such party with demand registration rights exercising its rights under such agreement: first, all securities of the Company requested to be included in such registration by such party; second, shares if any capacity remains, the securities of such other securities so the Company requested to be included by the holders Holder, in the amounts allowed by the managing underwriters, allocated among the members of such other securitiesthe Holder Affiliated Group as shall be determined by the Holder; and third, so that if any capacity remains, the resultant aggregate number securities of such Registrable Securities and of such other shares of securities so the Company requested to be included which are by any other holder of securities requesting such registration, in the amounts allowed by the managing underwriters, pro rata among such holders on the basis of the percentage of the securities requested to be included in such underwritten offering shall be equal to the approximate number of shares stated in registration by such managing underwriter’s letterholders.

Priority in Incidental Registrations. If (i) a registration pursuant The Company shall use reasonable efforts to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) cause the managing underwriter underwriter(s) of such underwritten offering shall inform the Company and holders a proposed Underwritten Offering to permit Holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such who have requested to include Registrable Securities concurrently with the securities being distributed by in such underwriters would interfere with the successful marketing of the securities being distributed by offering to include in such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to offering all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such Underwritten Offering have informed the Company in writing that in its reasonable view the total number or dollar amount of securities that such Holders and the Company intend to include in such offering is such as to likely have a material adverse effect on the timing, price or distribution of such offering, then there shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities that in the reasonable view of such managing underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriters require a different allocation: first, all securities of the Company requested to be included by the Company in such registration; second, all securities of the Company requested to be included by the Standard General Parties or their Affiliates among such Holders as determined by the Standard General Parties in their sole discretion; third, all securities of the Company requested to be included by the Holders of Registrable Securities (other than the Standard General Parties and their Affiliates) requesting such registration pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such registration by such Holders; and fourth, any other securities of the Company requested to be included in such offering by other security holder of the Company, pro rata among such security holders on the basis of the number percentage of such securities the Registrable Securities requested to be included in such registration by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s lettersecurity holders.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 Article IV involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of the securities so being registered, whether or not for sale for the account of (including IDSs and all Registrable Securities) which the Company, the Holders and any other persons intend to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting include in such registration by letter of its belief that exceeds the distribution of all or a specified largest number of securities which can be sold without reasonably expecting to have an adverse effect on such Registrable Securities concurrently with offering, including the price at which such securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may can be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) firstsold, the number of such securities to be included in such registration shall be reduced to such extent, and the Company will include in such registration such maximum number of securities as follows: first, all the securities the Company proposes to sell for its own account pursuant to Section 4.1 in such registration and second, to the extent that the number of securities which the Company proposes to sell for its own account pursuant to Section 4.1 hereof is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the aggregate of the number of Registrable Securities so requested to be included in such registration by the Holders and the number of any other such securities requested to be included in such registration by other holders shall be limited to such extent, and shall be allocated pro rata among the Holders and all such holders on the basis of the relative number of such securities requested then held by each Holder and each such holder; provided that any such amount thereby allocated to be included by such holders and (ii) second, shares of each Holder or any such other securities so requested to be included by the holders of holder that exceeds such other securitiesHolder’s or such holder’s request, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering respectively, shall be equal to reallocated among the approximate number of shares stated Holders and the remaining requesting holders in such managing underwriter’s letterlike manner, as applicable.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2(b) involves an underwritten offering Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed Company (on a firm commitment basis) ), by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, and (ii) the sole Underwriter or the lead managing underwriter Underwriter, as the case may be, of such underwritten offering Underwritten Offering shall inform advise the Company and holders in writing (with a copy to each Initial Holder of the Registrable Securities requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration by letter of its belief that exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters offered (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of will include in such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) registration: (i) firstall the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including the Holders), and (ii) the number amount of such other securities (including Registrable Securities so Securities) requested to be included in such registration that the registration Company is so advised can be sold in (or during the time of) such offering, allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such holders registration on the basis of the number of the securities (including Registrable Securities) beneficially owned at the time by the holders (including the Holders) requesting inclusion of their securities; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such securities registration all of the Registrable Securities of any Holder requested to be included by in such holders and registration, such Holder may, upon written notice to the Company given within three (ii3) second, shares days of the time such Holder first is notified of such other securities matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so requested included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3(a) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction Underwritten Offering and (ii) the managing underwriter of such underwritten offering shall inform advises the Company and holders in writing that, in its opinion, the total number of shares of Common Stock to be included in such registration, including the Registrable Securities requesting such registration by letter of its belief that requested to be included pursuant to this Section 3, exceeds the distribution of all or a specified maximum number of such Registrable Securities concurrently with shares of Common Stock specified by the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which managing underwriter that may be distributed without adversely affecting the price, timing or distribution of such effect)shares of Common Stock, then the Company mayshall include in such registration only such maximum number of Registrable Securities which, upon written notice to all holders in the reasonable opinion of such Registrable Securities and to holders underwriter or underwriters, can be sold in the following order of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) priority: (i) first, all of the number shares of such Common Stock that the Company proposes to sell for its own account, if any, (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities so pursuant to a Demand Registration (as hereinafter defined), and (iii) third, the Registrable Securities of the holder(s) of Registrable Securities requested to be included in such Incidental Registration. To the registration extent that shares of Common Stock to be included in the Incidental Registration must be allocated among the holder(s) of Registrable Securities pursuant to clause (iii) above, such shares shall be allocated pro rata among such holders the holder(s) of Registrable Securities based on the basis of the number of shares of Common Stock that such securities holder(s) of Registrable Securities shall have requested to be included by therein. Notwithstanding the foregoing, if an Incidental Registration is an Underwritten Offering, the managing underwriter or underwriters may select shares for inclusion, or exclude shares completely, in such holders and (ii) secondIncidental Registration on a basis other than a pro rata basis if, shares in the reasonable opinion of such underwriter or underwriters, selection on such other securities so requested to be included by the holders basis, or inclusion of such other securitiesshares, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to would be included which are included in such underwritten offering shall be equal material to the approximate number success of shares stated in such managing underwriter’s letterthe offering.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2(b) involves an underwritten offering Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder of Registrable Securities requesting registration) on or before the date that is five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be distributed included in such registration exceeds the amount which can be reasonably expected to be sold in (on a firm commitment basisor during the time of) by or through one or more underwriters such offering without adversely affecting the success of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter distribution of such underwritten offering shall inform the securities being offered, then the Company will include in such registration, first, all the securities desired to be sold by the Company pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second, the amount of other securities (including Registrable Securities) requested to be included in such registration that the Company is so advised can be sold in (or during the time of) such offering, allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such registration on the basis of the percentage of the securities (including Registrable Securities) beneficially owned at the time that each holder (including Holders) requesting inclusion of their securities desires to register in such registration; provided, however, that in the event the Company determines, by virtue of this paragraph, not to include in any such registration all of the Registrable Securities requesting of any Holder requested to be included in such registration by letter of its belief that the distribution of all or a specified number of registration, such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company Holder may, upon written notice to all holders the Company given within three (3) days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the amount of Registrable Securities which each Holder is entitled to holders of include in such other securities so requested to registration shall be included, exclude from such underwritten offering (if and to re-calculated utilizing the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the reduced total number of such Registrable Securities so requested to be included in such registration such that the registration pro rata among such holders on the basis reduction of the number amount of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested which any Holder is entitled to be included which are included include in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration is reduced on a pro-rata basis.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 4 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by and the sole underwriter or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the lead managing underwriter underwriter, as the case may be, of such underwritten offering shall inform advise the Company and holders of on or before the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and date two days prior to the extent stated by date then scheduled for such managing underwriter to be necessary to eliminate such effect) (i) firstoffering that, in its opinion, the number amount of such Registrable Securities so securities (including Conversion Shares) requested to be included in such registration exceeds the amount that can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, then the Company shall be required to include in such registration, unless the managing underwriter shall otherwise specify (which specification may not adversely affect any holder relative to any other holder), first, all the securities entitled to be sold pursuant to such Incidental Registration Statement without reference to the incidental registration rights of any holder of Conversion Shares or any other shares of capital stock of the Company, and second a number of Conversion Shares to be allocated pro rata among such holders on the basis of the number of Conversion Shares beneficially owned at that time by all the holders requesting to participate in the underwritten offering and included in such securities request (based on the number of shares of fully diluted Common Stock represented by or that may be acquired upon exercise of such Conversion Shares) or on such other basis as shall be agreed among the holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Conversion Shares of any holder requested to be included by in such holders and registration, such holder may, upon written notice to the Company given within three (ii3) second, shares days of the time such holder first is notified of such other securities matter, reduce the amount of Conversion Shares it desires to have included in such registration, whereupon only the Conversion Shares, if any, it desires to have included will be so requested included and the holders not so reducing shall be entitled to a corresponding increase in the amount of Conversion Shares to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 Article III involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of the securities so being registered, whether or not for sale for the account of (including IDSs and all Registrable Securities) which the Company, the Holders and any other persons intend to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting include in such registration by letter of its belief that exceeds the distribution of all or a specified largest number of securities which can be sold without reasonably expecting to have an adverse effect on such Registrable Securities concurrently with offering, including the price at which such securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may can be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) firstsold, the number of such securities to be included in such registration shall be reduced to such extent, and the Company will include in such registration such maximum number of securities as follows: first, all the securities the Company proposes to sell for its own account pursuant to Section 3.1 in such registration and second, to the extent that the number of securities which the Company proposes to sell for its own account pursuant to Section 3.1 hereof is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the aggregate of the number of Registrable Securities so requested to be included in such registration by the Holders and the number of any other such securities requested to be included in such registration by other holders shall be limited to such extent, and shall be allocated pro rata among the Holders and all such holders on the basis of the relative number of such securities requested then held by each Holder and each such holder; provided that any such amount thereby allocated to be included by such holders and (ii) second, shares of each Holder or any such other securities so requested to be included by the holders of holder that exceeds such other securitiesHolder's or such holder's request, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering respectively, shall be equal to reallocated among the approximate number of shares stated Holders and the remaining requesting holders in such managing underwriter’s letterlike manner, as applicable.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such any underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief opinion that the distribution number or type of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such registration would materially adversely affect such offering, and the Company has so advised the Requesting Holders in writing, then the Company will include in such registration, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering, FIRST, all securities proposed by the Company to be sold for its own account, SECOND, any securities initially proposed to be registered by the Company for the accounts of other Persons pursuant to the exercise of registration rights if such securities must be included to prevent a breach of any applicable registration rights agreement between the Company and such other Person, but only in such amount and to the extent required by such agreement, and THIRD, such Registrable Securities requested to be included in such registration pursuant to this Agreement and such other securities proposed to be registered by the Company for the accounts of each other Person (not included in those securities to be registered pursuant to clause SECOND) and which by the terms of any applicable registration rights agreement between the Company and such other Person must be included in the same proportion as the Registrable Securities of any Requesting Holder under this Agreement, pro rata among such holders Requesting Holders and such other Persons on the basis of the number percentage of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterheld by each Requesting Holder.

Priority in Incidental Registrations. If (i) a registration pursuant The Company shall use reasonable efforts to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) cause the managing underwriter underwriter(s) of such underwritten offering shall inform the Company and holders a proposed Underwritten Offering to permit Holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such who have requested to include Registrable Securities concurrently with the securities being distributed by in such underwriters would interfere with the successful marketing of the securities being distributed by offering to include in such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to offering all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the registration pro rata among Underwritten Offering. Notwithstanding the foregoing, if the managing underwriter(s) of such holders on Underwritten Offering have informed the basis Company that in its reasonable view the total number or dollar amount of securities that such Holders and the Company intend to include in such offering is such as to adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then there shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities that in the reasonable view of such managing underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriters require a different allocation: (i) first, all securities of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so Company requested to be included by the holders Company in such registration; and (ii) second, all securities of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so Company requested to be included which are by Holders of Registrable Securities, pro rata among such Holders on the basis of the percentage of Registrable Securities requested to be included in such underwritten offering shall be equal to the approximate number of shares stated in registration by such managing underwriter’s letterHolders.

Priority in Incidental Registrations. If (i) If a registration pursuant to this Section 3.2 involves 2.2 was initiated as an underwritten offering of the securities so being registered, whether or not for sale for the account of the CompanyCompany (other than the Initial Secondary Offering, which shall be governed by the priority provisions set forth in Section 2.1(i)(i) hereof), to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction underwriters, and (ii) if the managing underwriter of such underwritten offering shall inform the Company and holders the Owners of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such registration will materially and adversely affect the registration price or success of the offering, then the Company shall include in such registration, to the extent of the number of securities which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested to be included in such registration, pro rata among such holders on the basis of the number of such securities so proposed to be sold and so requested to be included, and third, all other securities of the Company requested to be included by in such holders and (ii) secondregistration, shares pro rata on the basis of the number of such other securities so proposed to be sold and so requested to be included (and any amounts above the amounts so allocated shall not be included). (ii) If a registration pursuant to this Section 2.2 was initiated as an offering of Registrable Securities for sale for the account of Owners that made a Demand Request (other than the Initial Secondary Offering and the first underwritten Demand Offering following the Initial Secondary Offering, which shall be governed by the holders priority provisions set forth in Sections 2.1(i)(i) and 2.1(i)(ii) hereof, respectively), to be distributed (on a firm commitment basis) by or through one or more underwriters, and if the managing underwriter of such other securities, so underwritten offering shall inform the Owners of Registrable Securities that made the Demand Request and the Company by letter of its belief that the resultant aggregate number of securities requested to be included in such registration will materially and adversely affect the price or success of the Demand Offering, then the Company shall include in such registration, to the extent of the number of securities which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Owner of Registrable Securities that made the Demand Request to be sold for its own account, in accordance with the provisions of Section 2.1 above (including, without limitation, all such Owners who elect to participate pursuant to a Demand Request given in accordance with Section 2.1(a)(ii)(B) hereof), second, all securities proposed by the Company to be sold for its own account, third, such Registrable Securities requested to be included in such registration, pro rata on the basis of the number of such Registrable Securities securities so proposed to be sold and so requested to be included, and fourth, all other securities of the Company requested to be included in such registration, pro rata on the basis of the number of such other shares of securities so proposed to be sold and so requested to be included which are included in such underwritten offering (and any amounts above the amounts so allocated shall not be equal to the approximate number of shares stated in such managing underwriter’s letterincluded).

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3(a) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform advises the Company and holders in writing that, in its opinion, the total number of shares of Common Stock to be included in such registration, including the Registrable Securities requesting such registration by letter of its belief that requested to be included pursuant to this Section 3, exceeds the distribution of all or a specified maximum number of such Registrable Securities concurrently with shares of Common Stock specified by the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which managing underwriter that may be distributed without adversely affecting the price, timing or distribution of such effect)shares of Common Stock, then the Company mayshall include in such registration only such maximum number of Registrable Securities which, upon written notice to all holders in the reasonable opinion of such Registrable Securities and to holders underwriter or underwriters, can be sold in the following order of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) priority: (i) first, all of the number shares of such Common Stock that the Company proposes to sell for its own account, if any, (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities so pursuant to a Demand Registration (as hereinafter defined), and (iii) third, the Registrable Securities of the holder(s) of Registrable Securities requested to be included in such Incidental Registration. To the registration extent that shares of Common Stock to be included in the Incidental Registration must be allocated among the holders(s) of Registrable Securities pursuant to clause (iii) above, such shares shall be allocated pro rata among such holders the holders(s) of Registrable Securities based on the basis of the number of shares of Common Stock that such securities holders(s) of Registrable Securities shall have requested to be included by therein. Notwithstanding the foregoing, if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares for inclusion, or exclude shares completely, in such holders and (ii) secondIncidental Registration on a basis other than a pro rata basis if, shares in the reasonable opinion of such underwriter or underwriters, selection on such other securities so requested to be included by the holders basis, or inclusion of such other securitiesshares, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to would be included which are included in such underwritten offering shall be equal material to the approximate number success of shares stated in such managing underwriter’s letterthe offering.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2.4 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the CompanyCompany or any other entity, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and Managing Underwriters, (ii) the managing underwriter Registrable Securities so requested to be registered for sale for the account of a Participating Investor are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities pursuant to Section 2.6(b)) hereof and (iii) the Managing Underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration each Participating Investor by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such registration exceeds the registration pro rata among number which can be sold in (or during the time of) such holders on offering, then the basis Company will include in such registration, to the extent of the number which the Company is so advised can be sold in (or during the time of) such offering, (A) first, the securities proposed by the Company to be sold for its own account, (B) second, the Registrable Securities requested to be included in such registration, pro rata based upon the total number of Registrable Securities which such securities Participating Investor requested to be included in proportion to the number of Registrable Securities that are requested to be included by such holders all Participating Investors and (iiC) secondthird, shares of such other the securities so requested proposed to be included in such registration by any other holders as determined by the holders of such other securities, so that Company and the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterManaging Underwriters.

Priority in Incidental Registrations. If (i) Notwithstanding any other ------------------------------------ provision of this Section 3, if a registration pursuant to this Section 3.2 3 involves an underwritten offering and the representative of the securities so being registered, whether or not for sale for underwriters advises the account Company in writing that marketing factors require a limitation on the number of the Company, shares to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform underwritten, the Company and holders of the may exclude all Registrable Securities requesting such registration by letter of its belief that from, or limit the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedincluded in, exclude from such underwritten offering (if the registration and underwriting. The Company may limit, to the extent stated so advised by such managing underwriter to be necessary to eliminate such effect) (i) firstthe underwriters, the number amount of such Registrable Securities so requested securities to be included in the registration by the Company's stockholders (including the Holders). The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be (i) allocated first to the Company for securities being sold for its own account, and thereafter (ii) shall be allocated pro rata among all such holders requesting Holders on the basis of the relative number of such shares of Registrable Securities and other securities each Holder has requested to be included by in such holders registration, and (iiiii) secondthird, shares the number of such other securities so Registrable Securities requested to be included in such registration by other persons, which number, in the holders opinion of such underwriters, can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among all such requesting other securities, so that persons on the resultant aggregate basis of the relative number of such shares of Registrable Securities and of other securities each such other shares of securities so person has requested to be included which in such registration. If any person does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such underwritten offering registration was previously reduced as a result of marketing factors, the Company shall be then offer to all persons who have retained the right to include additional securities in the registration in an aggregate amount equal to the approximate number of shares stated so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in such managing underwriter’s letteraccordance with Section 2(g) hereof.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2(b) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform advises the Company and holders in writing that, in its opinion, the number of the Registrable Securities requesting requested to be included in such registration by letter of its belief that the distribution of all or a specified number of would be likely to have an Adverse Effect on such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offering, then the Company mayshall include in such registration: (a) first, upon written notice 100% of the securities which the Company or the Third Party Registrant proposes to all holders sell; (b) second, the amount of such Registrable Securities and to holders of such other securities so which the Founding Members have requested to be includedincluded in such registration; (c) third, exclude from such underwritten offering (if and to the extent stated by such managing underwriter amount of Registrable Securities which any other Members have requested to be necessary to eliminate included in such effectregistration; and (d) (i) firstfourth, the number amount of such Registrable Securities so which the other holders of Registrable Securities have requested to be included in the registration pro rata among registration. If such holders on managing underwriter advises the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so Company that the resultant aggregate number only a portion of such Registrable Securities in any of clauses (b), (c) and of such other shares of securities so requested to (d) may be included which are included in such underwritten offering registration without such Adverse Effect, the Company shall include Registrable Securities from the holders of Registrable Securities in such clauses on a pro rata basis based on the relative amount of Registrable Securities then held by each such holder (provided, that any such amount thereby allocated to any such holder that exceeds such holder’s request shall be equal to reallocated among the approximate number of shares stated remaining requesting holders in such managing underwriter’s letterlike manner).

Priority in Incidental Registrations. If IHS shall cause Holdings ------------------------------------- to permit each Management Stockholder (iand each Permitted Transferee of such Management Stockholder) a registration pursuant to this Section 3.2 involves an underwritten offering include in any Incidental Registration all shares of Restricted Holdings Common Stock such Management Stockholder (and such Permitted Transferee) shall request to include in such Incidental Registration on the securities so being registeredsame terms and subject to the same conditions as any similar securities, whether if any, of Holdings included therein. Notwithstanding the foregoing, if IHS, Holdings or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of (or underwriters) participating in any offering pursuant to such underwritten offering Incidental Registration shall inform advise the Company Management Stockholders (and holders Permitted Transferees of the Registrable Securities requesting such registration by letter of its belief Management Stockholders) in writing that the distribution total amount of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such Incidental Registration exceeds the registration amount of securities that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of all Management Stockholders (and Permitted Transferees) shall be reduced pro rata among such holders on the basis of the number of such securities shares requested to be included registered by such holders each Management Stockholder (and (ii) second, shares each Permitted Transferee of such Management Stockholder) and other Person participating in such offering; provided, however, that in no event shall the amount of -------- ------- securities so requested to be included by offered for the holders account of such other securities, so that all Management Stockholders (and Permitted Transferees) be more than 50% of the resultant aggregate number of such Registrable Securities and of such other shares total amount of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterIncidental Registration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3 involves an underwritten public offering and the managing underwriter or underwriters in good faith advises the Company in writing that, in its opinion, the number of the securities so being registered, whether or not for sale for the account of which the Company, the Holders and any other Persons intend to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting include in such registration by letter of its belief that exceeds the distribution of all or a specified largest number of securities which can be sold in such Registrable Securities concurrently with offering without having an adverse effect on such offering (including the price at which such securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may can be distributed without such effectsold), then the Company may, upon will promptly give the Holders written notice to all holders of thereof, and the Company shall include in such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) registration (i) first, if the registration pursuant to this Section 3 was initiated by holders exercising demand registration rights other than the Holders, 100% of the securities such other holders propose to sell (except to the extent the terms of such other holders’ registration rights provide otherwise); (ii) second, 100% of the securities the Company proposes to sell for its own account, if any; (iii) third, to the extent that the number of securities which such other holders exercising demand registration rights and the Company propose to sell is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Shares which the Holders have requested to be included in such registration and such number of securities which such other holders have requested to be included in such registration, in each case pursuant to Section 3(a) or other piggyback registration rights and which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, upon the election of the Holders, such number of Registrable Shares and securities to be included on a pro rata basis among all requesting Holders and other holders on the basis of the relative number of Common Shares beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by such Holders and other holders (provided, that if the number of Registrable Shares requested to be included in such registration by the Holders pursuant to Section 3(a) and permitted to be included in such registration by the Holders pursuant to this Section 3(c) exceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Securities so Shares to be included in such registration by the Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares each such Holder has requested to be included in such registration); and (iv) fourth, to the extent that the number of securities which are to be included in such registration pursuant to clauses (i), (ii) and (iii) of this Section 3(c) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities requested to be included in the registration offering for the account of any other Persons which, in the opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, such number to be allocated pro rata among such holders all other Persons on the basis of the relative number of such other securities each other Person has requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2 involves an underwritten offering and the managing underwriter in good faith advises the Company in writing that, in its opinion, the number of the securities so being registered, whether or not for sale for the account of which the Company, the Holders and any other Persons intend to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting include in such registration by letter of its belief that exceeds the distribution of all or a specified largest number of securities which can be sold in such Registrable Securities concurrently with offering without having an adverse effect on such offering (including the price at which such securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may can be distributed without such effectsold), then the Company mayshall include in such registration: (i) FIRST, upon written notice 100% of the securities the Company proposes to all holders sell for its own account; and (ii) SECOND, such number of such Registrable Securities and to holders of such other securities so Shares which the Holders have requested to be includedincluded in such registration and such number of securities which Other Holders have requested to be included in such registration which, exclude from in the opinion of such underwritten offering managing underwriter, can be sold without having the adverse effect referred to above, such number of Registrable Shares and securities of Other Holders to be included on a pro rata basis among all requesting Holders and Other Holders on the basis of the relative number of shares of Common Stock beneficially owned (if and to as such term is used in Rule 13d-3 of the extent stated Exchange Act) by such managing underwriter Holders and Other Holders, PROVIDED that if the number of Registrable Shares requested to be necessary included in such registration by the Holders pursuant to eliminate Section 2(a) hereof and permitted to be included in such effectregistration by the Holders pursuant to this Section 2(b) (i) firstexceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Securities so Shares to be included in such registration by the Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares each such Holder has requested to be included in such registration; and (iii) THIRD, to the extent that the number of securities which are to be included in such registration pursuant to clauses (i) and (ii), in the aggregate, is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of other securities requested to be included in the registration offering for the account of any other Persons which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such number to be allocated pro rata among all holders of such holders other securities on the basis of the relative number of such other securities each other person has requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant The Company shall use reasonable best efforts to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) cause the managing underwriter underwriter(s) of such underwritten offering shall inform the Company and holders a proposed Underwritten Offering to include all of the Registrable Securities requesting so requested by the Holder on the same terms and conditions as any other Equity Securities included in the Underwritten Offering. Notwithstanding the foregoing, if the managing underwriter(s) of such registration by letter Underwritten Offering have informed the Company in writing that in its good faith opinion the total number or dollar amount of its belief securities that the Holder Affiliated Group, the Company and any other securityholders intend to include in such Underwritten Offering is likely to have a material adverse effect on the timing, price or distribution of all such Underwritten Offering, then there shall be included in such Underwritten Offering the number or a specified dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without having such material adverse effect on such Underwritten Offering, and such number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief shall be reduced and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) allocated as follows: ​ (i) in the case of a registration initiated by the Company to register securities for its own account and not for any securityholder: first, all securities of the number of such Registrable Securities so Company requested to be included by the Company in such registration; second, if any capacity remains, the securities of the Company requested to be included by the Holder, in the registration amounts allowed by the managing underwriters, allocated among the members of the Holder Affiliated Group as shall be determined by the Holder; third, if any capacity remains, the securities of the Company requested to be included by other holders of securities requesting such registration, in the amounts allowed by the managing underwriters, pro rata among such holders on the basis of the number percentage of such securities requested to be included in such registration by such holders and and (ii) in any offering initiated by a party to an agreement providing such party with demand registration rights exercising its rights under such agreement: first, all securities of the Company requested to be included in such registration by such party; second, shares if any capacity remains, the securities of such other securities so the Company requested to be included by the holders Holder, in the amounts allowed by the managing underwriters, allocated among the members of such other securitiesthe Holder Affiliated Group as shall be determined by the Holder; and third, so that if any capacity remains, the resultant aggregate number securities of such Registrable Securities and of such other shares of securities so the Company requested to be included which are by any other holder of securities requesting such registration, in the amounts allowed by the managing underwriters, pro rata among such holders on the basis of the percentage of the securities requested to be included in such underwritten offering shall be equal to the approximate number of shares stated in registration by such managing underwriter’s letterholders.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such in connection with a registered, underwritten offering shall inform pursuant to Section 1.1 advises the Company that, in its opinion, the number of securities which the Company and holders of the Registrable Securities requesting any other persons entitled to include securities in such registration by letter (or, in the case of its belief that an effective Shelf Registration Statement, the distribution of all or a specified applicable registered, underwritten offering) propose to include therein exceeds the largest number of securities which can be sold without having an adverse effect on such Registrable Securities concurrently with offering, including the price at which such securities being distributed by can be sold, the Company will include in such underwriters would interfere with registration (or, in the successful marketing case of an effective Shelf Registration Statement, the securities being distributed by applicable registered, underwritten offering) up to such underwriters (such writing to state the basis of such belief and the approximate maximum number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, all the number securities the Company initially proposes to sell for the account of such Registrable Securities (A) Artal, pursuant to the Company's contractual requirement to do so requested to be included contained in the registration pro rata among such holders on the basis Annex A of the number of such New Stockholders' Agreement, and (B) Bermore, pursuant to the Company's contractual requirement to do so contained herein to register securities requested to be included owned by such holders Bermore, and (ii) second, shares to the extent that the number of securities referred to in clause (i) is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, all securities owned by any other holder of securities so requested electing and entitled to register (or, in the case of a registered, underwritten offering under an effective Shelf Registration Statement, sell) such securities pursuant to any similar registration rights agreement; provided that if the number of securities to be included in such registration (or, in the case of an effective Shelf Registration Statement, the applicable registered, underwritten offering) by Artal and Bermore pursuant to clause (i) of this Section exceeds the holders of number which the Company has been advised can be sold in such other securitiesoffering without having the adverse effect referred to above, so that the resultant aggregate number of securities included in such Registrable Securities registration by each of Artal and Bermore shall be limited to such extent and shall be allocated pro rata among Artal and Bermore on the basis of such other shares the relative number of securities so requested (and, in the case of Bermore, entitled) to be included which are included in such registration (or, in the case of an effective Shelf Registration Statement, the applicable registered, underwritten offering shall be equal to the approximate number offering) by each of shares stated in such managing underwriter’s letterArtal and Bermore.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 paragraph (b) involves an underwritten offering Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, which securities are to be distributed (on a firm commitment basis) by or through one or more underwriters Underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, and (ii) the Underwriter or the managing underwriter Underwriter, as the case may be, of such underwritten offering Underwritten Offering shall inform advise the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or in writing (with a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and copy to the extent stated by Participating Stockholders) on or before the date 5 days prior to the date then scheduled for such managing underwriter to be necessary to eliminate such effect) (i) firstoffering that, in its opinion, the number amount of such securities (including Registrable Securities so Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, then the Company will include in such registration first, all the securities proposed to be sold by the Company pursuant to such registration statement, and second, the amount of other securities (including Registrable Securities) requested to be included in such registration that the Company is so advised can be sold in (or during the time of) such offering, allocated, if necessary, pro rata among the holders (including the Participating Stockholders) thereof requesting such holders registration on the basis of the number of such the securities (including Registrable Securities) requested to be included by all such holders and holders; provided, however, that in the event the Company will not, by virtue of this subparagraph (ii) secondb)(ii), shares include in any such registration all of such other securities so the Registrable Securities of any Participating Stockholder requested to be included by in such registration, such Participating Stockholder may, upon written notice to the holders Company given within 3 days of the time such Participating Stockholder first is notified of such other securitiesmatter, so that the resultant aggregate number withdraw all of such its Registrable Securities and of from such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant The Company shall use reasonable efforts to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) cause the managing underwriter or underwriters of such a proposed underwritten offering shall inform the Company and holders to permit Holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such who have requested to include Registrable Securities concurrently with the securities being distributed by in such underwriters would interfere with the successful marketing of the securities being distributed by offering to include in such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to offering all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the registration pro rata among offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such holders on underwritten offering have informed the basis Company that in its good faith opinion the total number or dollar amount of securities that such Holders and the Company intend to include in such offering is such as to adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then the amount of securities to be offered for the account of Holders of Registrable Securities (other than securities being offered for the account of the number Company) shall be reduced to the extent necessary to reduce the total amount of such securities requested to be included by in such holders and (ii) second, shares offering to the amount recommended in the good faith opinion of such other managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities so of the Company requested to be included by the holders Holders of such other securities, so that the resultant aggregate number of such Registrable Securities (other than the CD&R Investor and its Affiliates that are Holders of Registrable Securities) requesting such other shares registration pro rata among such Holders on the basis of securities so the percentage of the Registrable Securities requested to be included which in such registration by such Holders and, second, by reducing, or eliminating if necessary, all securities of the Company requested to be included by the CD&R Investor or its Affiliates that are Holders of Registrable Securities pro rata among such Holders on the basis of the percentage of Registrable Securities requested to be included in such underwritten offering shall be equal to the approximate number of shares stated in registration by such managing underwriter’s letterHolders.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such any underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such registration, when added to the number of other securities to be offered in such registration, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering without materially adversely affecting such offering (the "Section 2.3 Sale Amount"), (i) all of the securities proposed by the Company to be sold for its own account; (ii) thereafter, to the extent the Section 2.3 Sale Amount is not exceeded, the Registrable Securities and the shares of Common Stock constituting all or part of the 50,000 shares of Common Stock purchased by a certain third party investor in connection with the Proposed Sale (as defined in the Purchase Agreement) requested by the Requesting Holders and such third party investor to be included in such registration pursuant to Section 2.3(a) pro rata among the Requesting Holders and such holders third party investor on the basis of the number percentage of Registrable Securities and such shares of Common Stock of such securities Requesting Holders and such third party investor requested to be included by in such holders registration; and (iiiii) secondthereafter, shares of such to the extent the Section 2.3 Sale Amount is not exceeded, any other securities so of the Company requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (iThe Company shall use reasonable efforts to cause the managing underwriter(s) of a registration pursuant to this Section 3.2 involves an proposed underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the permit Holders who have requested to include Registrable Securities requesting in such registration by letter of its belief that the distribution of offering to include in such offering all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included on the same terms and conditions as any other Equity Securities, if any, of the Company included in the registration pro rata among such holders on offering. Notwithstanding the basis of foregoing, if the number managing underwriter(s) of such underwritten offering have informed the Company that in its (or their) good-faith opinion the total number or dollar amount of securities requested that are intended to be included by in such holders and (ii) second, shares offering is such as to adversely affect the success of such offering (including, without limitation, adversely affect the per-share offering price), then the amount of securities to be offered for the account of Holders (other than the Company) shall be reduced to the extent necessary to reduce the total amount of securities so to be included in such offering to the amount recommended in the good-faith opinion of such managing underwriter(s) by first reducing, or eliminating if necessary, all securities of the Company requested to be included by the holders Holders (other than the CD&R Investors and their Affiliates that are Holders) requesting such registration pro rata among such Holders on the basis of such other securities, so that the resultant aggregate number percentage of such the Registrable Securities and of such other shares of securities so requested to be included which in such registration by such Holders; second, by reducing, or eliminating if necessary, all securities of the Company requested to be included by the CD&R Investors or their Affiliates that are Holders, pro rata among such Holders on the basis of the percentage of Registrable Securities requested to be included in such underwritten offering shall registration by such Holders; and third, by reducing all securities of the Company requested to be equal to included by the approximate number of shares stated in such managing underwriter’s letterCompany.

Priority in Incidental Registrations. If (i) a registration ------------------------------------ pursuant to this Section 3.2 section 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (either because the Company has not been requested so to include such Registrable Securities pursuant to section 2.4(b) or, if requested to do so, is not obligated to do so under section 2.4(b)), and (iiiii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the securities being distributed by number which can be sold in (or during the time of) such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offering, then the Company may, upon written notice to all holders of will include in such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) registration: (i) first, all the securities the Company proposes to sell for its own account, (ii) second all securities of any other holder who has made a demand for registration, and (iii) third, to the extent that the number of securities which the Company and any such other holders proposed to include pursuant to clauses (i) and (ii) is less than the number of securities which the Company has been advised can be sold in such offering, the number of such Registrable Securities so requested to be included in such registration by the registration Requesting Holders pursuant to this section 2.2(a) hereof shall be allocated pro rata among all such holders Requesting Holders on the basis of the relative number of Registrable Securities each such securities holder has requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. (i) If (iA) a registration pursuant to this Section 3.2 2.2 involves an underwritten offering of the securities so being registeredregistered for sale for the account of a stockholder (other than the holders of Registrable Securities) exercising a demand registration right pursuant to another registration rights agreement to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, whether and (B) the managing underwriter of such underwritten offering informs the Company and the holders of Registrable Securities in writing of its belief that the number of securities requested to be included in such registration exceeds the number that can be sold in (or not during the time of) such offering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering: first, such securities proposed by the stockholder exercising the demand registration right to be sold for its account; second, such securities requested to be included pursuant to incidental registration rights in such registration by the holder or holders, as the case may be, including the holders of Registrable Securities, pro rata on the basis of the number of such securities so proposed to be sold by all such security holders and so requested to be included; and third, such securities proposed by the Company to be sold for its own account (ii) If (A) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, and (iiB) the managing underwriter of such underwritten offering shall inform the Company and the holders of the Registrable Securities requesting such registration by letter in writing of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such registration exceeds the number that can be sold in (or during the time of) such offering, then the Company will include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) such offering, securities proposed by the Company to be sold for its own account, and, such securities requested to be included pursuant to incidental registration rights in such registration by the holder or holders, as the case may be, including the holders of Registrable Securities, pro rata among such holders on the basis of the number of such securities requested so proposed to be included sold by all such security holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterincluded.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2.2 involves an underwritten offering Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by and the sole Underwriter or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the lead managing underwriter Underwriter, as the case may be, of such underwritten offering Underwritten Offering shall inform advise the Company and holders in writing (with a copy to each Holder of the Registrable Securities requesting such registration by letter of its belief that registration) on or before the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and date 5 days prior to the extent stated by date then scheduled for such managing underwriter to be necessary to eliminate such effect) (i) firstoffering that, in its opinion, the number amount of such securities (including Registrable Securities so Securities) requested to be included in such registration exceeds the amount that can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, then the Company shall be required to include in such registration, unless the managing Underwriter shall otherwise specify (which specification may not adversely affect any Holder relative to any other Holder), first, all the securities entitled to be sold pursuant to such Incidental Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second a number of Registrable Securities to be allocated pro rata among such holders on the basis of the number of Registrable Securities beneficially owned at that time by all the Holders requesting to participate in the Underwritten Offering and included in such securities request (based on fully diluted Common Shares represented by or that may be acquired upon exercise of such Registrable Securities) or on such other basis as shall be agreed among the Holders; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included by in such holders and registration, such Holder may, upon written notice to the Company given within three (ii3) second, shares days of the time such Holder first is notified of such other securities matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so requested included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included by in such registration. Notwithstanding the holders foregoing, if the Underwritten Offering pertains solely to Registrable Shares, at the request of such other securitiesUnderwriter, so that the resultant aggregate number of such all Registrable Securities and that are not Registrable Shares may be excluded from the Incidental Registration Statement prior to exclusion of such any other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterRegistrable Securities.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 Article V involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction Underwritten Offering and (ii) the managing underwriter of such underwritten offering shall inform advises the Company and holders that, in its opinion, the number of the Registrable Securities requesting requested to be included in 30 26 such registration or sale by letter way of its belief that prospectus exceeds the distribution of all or a specified number of which can be sold in such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with offering, so as to be likely to have an adverse effect on the successful marketing of such offering (including the price at which such securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may can be distributed without such effectsold pursuant thereto), then the Company maywill include in such registration (a) first, upon written notice 100% of the securities the Company proposes to all holders sell for its own account, (b) second, up to 100% of such Registrable Securities and to holders of such other the securities so requested to be includedregistered by any Holder of the Company pursuant to demand registration rights in any agreement between the Company and such Person, exclude from such underwritten offering and (if and c) third, to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, of the number of such Registrable Securities so (and securities held by other Persons with similar incidental registration rights) requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities (and such securities) which the Holders (and such other Persons) have requested to be included in such registration or sale by way of prospectus, such amount to be allocated pro rata among all requesting Holders (and such holders other Persons) on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate relative number of shares stated of Registrable Securities then held by each such Holder (or Voting Shares then held by such other Person) (provided that any shares thereby allocated to any such Holder (or such other Person) that exceed such Holder's (or such other Person's) request will be reallocated among the remaining requesting Holders (and such other Persons) in such managing underwriter’s letterlike manner).

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such registration would be likely to have an adverse effect on the price, timing or distribution of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) offered in such offering as contemplated by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of (other than the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effectSecurities), then the Company mayshall include in such registration (a) FIRST, upon written notice 100% of the securities the Company proposes to all holders of such Registrable Securities and to holders of such other securities so requested to be includedsell, exclude from such underwritten offering (if and b) SECOND, to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, of the number amount of such Registrable Securities so requested to be included in such registration which, in the registration opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the amount of Registrable Securities which the Stockholders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Stockholders on the basis of the relative amount of Registrable Securities then held by each such Stockholder (provided, that any such amount thereby allocated to any such Stockholder that exceeds such Stockholder’s request shall be reallocated among the remaining requesting Stockholders and other Stockholders in like manner) and THIRD, to the extent of the amount of Registrable Securities subject to registration rights held by holders other than the Stockholders who have requested to be included in such registration, which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the amount of Registrable Securities which the other holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting other holders on the basis of the number relative amount of such securities requested to be included Registrable Securities then held by such holders and (ii) second, shares of each such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterholder.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2(b) involves an underwritten offering Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to be distributed the Holder) on or before the date five (on a firm commitment basis5) by or through one or more underwriters of recognized standing under underwriting terms appropriate days prior to the date then scheduled for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of that, in its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) firstopinion, the number amount of such securities (including Registrable Securities so Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the success of the distribution of the securities being offered, then the Company will include in such registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including the Holder), second, the amount of Registrable Securities requested by the Holder to be included in such registration and third, the amount of other securities requested to be included in such registration that the Company is so advised can be sold in (or during the time of) such offering, allocated, if necessary, pro rata among the holders thereof requesting such holders registration on the basis of the number of the securities beneficially owned at the time by the holders requesting inclusion of their securities; provided, however, that in the event the Company determines, by virtue of this paragraph, not to include in any such securities registration all of the Registrable Securities of the Holder requested to be included by in such holders and registration, the Holder may, upon written notice to the Company given within three (ii3) second, shares business days of the time the Holder first is notified of such other securities so requested to be included by matter, reduce the holders amount of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested it desires to be included which are have included in such underwritten offering shall registration, whereupon only the Registrable Securities, if any, it desires to have included will be equal to the approximate number of shares stated in such managing underwriter’s letterso included.

Priority in Incidental Registrations. If (i) a any registration pursuant to this Section 3.2 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter underwriter(s) of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter in writing of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such offering, when added to the registration pro rata among number of other equity securities to be offered in such holders on offering, would materially adversely affect such offering, then the basis Company shall include in such offering, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Section 2.2 Sale Amount”), (i) all of the securities proposed by the Company to be sold for its own account; (ii) thereafter, to the extent the Section 2.2 Sale Amount is not exceeded, the Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock and requested by the Series B Holders that are Participating Holders (provided that if all of such Registrable Securities requested by such Series B Holders may not be included, such Series B Holders shall be entitled to participate on a pro rata basis based on the aggregate number of shares of such Registrable Securities requested by such Series B Holders to be registered); (iii) thereafter, to the extent the Section 2.2 Sale Amount is not exceeded, the Registrable Securities issued or issuable upon conversion of the Series A Preferred Stock and requested by the Series A Holders that are Participating Holders (provided that if all of such Registrable Securities requested by such Series A Holders may not be included, such Series A Holders shall be entitled to participate on a pro rata basis based on the aggregate number of shares of such Registrable Securities requested by such Series A Holders to be registered); and (iv) thereafter, to the extent the Section 2.2 Sale Amount is not exceeded, any other securities of the Company requested to be included by Company stockholders holding other such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration rights.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 4.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such registration would be likely to have an adverse effect on the price, timing or distribution of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) offered in such offering as contemplated by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of (other than the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effectSecurities), then the Company mayshall include in such registration (a) first, upon written notice 100% of the securities the Company proposes to all holders sell, (b) second, any Other Securities requested to be registered by any Other Holders exercising a demand registration right, and (c) third, to the extent of such the amount of Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Other Securities so requested to be included in such registration which, in the registration opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the amount of Registrable Securities and Other Securities which the Holders and the Other Holders have requested to be included in such registration, such amount to be allocated pro rata among such holders all requesting Holders and the Other Holders on the basis of the number relative amount of such securities Registrable Securities and Other Securities requested to be included in such registration by each such holders Holder and Other Holder. . Further, a registration requested pursuant to this Section 4.1 will not be deemed to have been effected for purposes of calculating the number of registrations required to be effected pursuant to this Section 4.1 within eighteen (ii18) second, shares months from the date hereof under Section 4.1(a)(iii) unless it has become effective and all of such other securities so the Registrable Securities of the Holders requested to be included by registered thereunder have been sold or, in the holders case of such other securitiesa shelf registration statement, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to can be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s lettersold thereunder.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 4(a) (other than a Demand Registration, S-3 Registration or Shelf Registration, it being understood the priority for such registrations is set forth in Section 5(e)) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction Underwritten Offering and (ii) the managing underwriter of such underwritten offering shall inform or underwriters advise the Company and holders in writing that, in its or their opinion, the total number of Securities to be included in such registration, including the Registrable Securities requesting such registration by letter of its belief that requested to be included pursuant to this Section 4, exceeds the distribution of all or a specified maximum number of such Registrable Securities concurrently with specified by the securities being distributed by such managing underwriter or underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which that may be distributed without materially and adversely affecting the price, timing or distribution of such effect)Securities, then the Company mayshall include in such registration only such maximum number of Registrable Securities which, upon written notice to all holders in the reasonable opinion of such Registrable Securities and to holders underwriter or underwriters, can be sold in the following order of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) priority: (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis all of the number of such securities requested Securities that the Company proposes to be included by such holders sell for its own account, if any, and (ii) second, shares the Registrable Securities of such other securities so the Investor(s) that are requested to be included by in such Incidental Registration. To the holders of such other securities, so extent that the resultant aggregate number of Registrable Securities to be included in the Incidental Registration must be allocated among the Investor(s) pursuant to clause (ii) above, such Registrable Securities and shall be allocated pro rata among the Investors based on the relative number of Registrable Securities then owned by such Investors; provided, however, that if the Incidental Registration is an Underwritten Offering, the managing underwriter or underwriters may select Registrable Securities for inclusion in such Incidental Registration from the Investors on a basis other than such pro rata basis if, in the reasonable opinion of such underwriter or underwriters, selection on such other shares of securities so requested to basis would be included which are included in such underwritten offering shall be equal material to the approximate number success of shares stated in such managing underwriter’s letterthe offering.

Priority in Incidental Registrations. If (iThe Company shall use reasonable efforts to cause the managing underwriter(s) of a registration pursuant to this Section 3.2 involves an proposed underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the permit Holders who have requested to include Registrable Securities requesting in such registration by letter of its belief that the distribution of offering to include in such offering all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the registration pro rata among such holders on offering. Notwithstanding the basis of foregoing, if the number managing underwriter(s) of such underwritten offering have informed the Company that in its (or their) good-faith opinion the total number or dollar amount of securities requested that are intended to be included by in such holders and (ii) second, shares offering is such as to adversely affect the success of such offering (including, without limitation, adversely affect the per-share offering price), then the amount of securities to be offered for the account of Holders (other than the Company) or Minority Holders shall be reduced to the extent necessary to reduce the total amount of securities so to be included in such offering to the amount recommended in the good-faith opinion of such managing underwriter(s) by: (i) in the case of an underwritten offering initiated by the Company or any Holder to register securities for its or their own account: first reducing, or eliminating if necessary, all securities of the Company requested to be included by the holders Holders (other than the CD&R Investor and its Affiliates that are Holders) requesting such registration pro rata among such Holders on the basis of such other securities, so that the resultant aggregate number percentage of such the Registrable Securities and of such other shares of securities so requested to be included which in such registration by such Holders; second, by reducing, or eliminating if necessary, all securities of the Company requested to be included by the CD&R Investor or its Affiliates that are Holders or any Minority Holders, pro rata among all such Holders on the basis of the percentage of Registrable Securities requested to be included in such registration by such Holders, and in accordance with the Minority Registration Rights Agreements with respect to any Minority Registrable Securities requested to be included in such registration by such Minority Holders; and third, by reducing all securities of the Company requested to be included by the Company. (ii) in the case of an underwritten offering shall initiated by a Minority Holder: first reducing, or eliminating if necessary, all securities of the Company requested to be equal included by the Holders (other than the CD&R Investor and its Affiliates that are Holders) pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to the approximate number of shares stated be included in such managing underwriter’s letterregistration by such Holders; second, by reducing, or eliminating if necessary, all securities of the Company requested to be included by the CD&R Investor or its Affiliates that are Holders, pro rata among all such Holders on the basis of the percentage of Registrable Securities requested to be included in such registration by such Holders; third, by reducing, or eliminating if necessary, all securities of the Company requested to be included by the Company; and fourth, by reducing all securities of the Company requested to be included by the Minority Holders in accordance with the Minority Registration Rights Agreements.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 5.3(a) hereof involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform advises IBC in writing, that, in its opinion, the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of IBC Securities intended to be included in such Registrable Securities concurrently with Registration Statement exceeds the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate largest number of such Registrable IBC Securities which may can be distributed sold without having an adverse effect on such effectoffering, including the price at which such securities can be sold or, if in a non-underwritten offering, IBC determines, in its reasonable discretion, to limit the number of securities to be sold, (in either case, the "Marketable Number"), then the Company may, upon written notice to all holders of IBC will include in such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) Registration Statement (i) first, all of the number IBC Securities IBC or the Person referred to in the first sentence of such Registrable Section 5.3(a)(i) proposes to sell for its own account, (ii) second, all of the IBC Securities so requested to be included in the registration pro rata among such by holders on the basis of IBC Securities pursuant to Section 3 of the number of such First Registration Rights Agreement, (iii) third, the IBC Securities requested to be included by ▇▇▇▇▇▇▇ pursuant to Section 5.3(a) hereof and (iv) fourth, the securities requested to be included by other Persons (but if the number of securities to be registered pursuant to clause (iv) together with the number of securities to be included in such holders and registration pursuant to clauses (i), (ii) secondand (iii) of this Section 5.3(b) exceeds the Marketable Number, shares the number of securities of Persons to be registered pursuant to clause (iv) shall be allocated pro rata among such other securities so Persons on the basis of the relative number of IBC Securities each such Person has requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration).

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities pursuant to Section 2.4(b), or if so requested, is not obligated to do so under Section 2.4 (b)), and (iiiii) the managing underwriter of such underwritten offering shall inform the Company and the holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the securities being distributed by number which can be sold in (or during the time of) such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offering, then the Company may, upon written notice may include all securities proposed by the Company to all holders be sold for its own account and may decrease the number of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to of the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities Company so requested to be included in the such registration (pro rata among such the holders thereof on the basis of the number numbers of such securities requested to be included by such holders and (iiholders) second, shares to the extent necessary to reduce the number of such other securities so requested to be included in the registration to the level recommended by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letter.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2.2 involves an underwritten offering, and the managing underwriter shall advise the Company in writing, that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering (and, in the case of a Company Offering, within a price range reasonably acceptable to the Company), or that the kind of securities requested or otherwise proposed to be included in such registration statement would materially and adversely affect the success of such offering, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) if the registration includes securities so being registered, whether or not for sale for the account of to be offered by the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (iA) first, the number of such securities proposed to be registered by the Company, (B) second, Registrable Securities so requested to be included in such registration by the registration pro rata among such holders on the basis Shareholder; and (C) third, securities of the number of such securities other Persons, if any, requested to be included in such registration pro rata in accordance with the numbers of other securities proposed to be registered by the other Persons or otherwise allocated among such other Persons in such proportion as such holders and the Company shall agree, and (ii) secondif the registration is a secondary registration on behalf of other Persons, shares the Registrable Securities and securities of other Persons included in such other securities so registration pro rata in accordance with the numbers of Registrable Securities requested to be included by the holders Shareholder and the numbers of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested proposed to be included which are included in such registered by the other Persons. Without the written consent of the Shareholder, the Company will not grant any registration rights inconsistent with the provisions of this Section 2.2. In the event a contemplated distribution does not involve an underwritten offering public offering, the determinations contemplated by this Section 2.2 shall be equal to made by the approximate number Company's Board of shares stated Directors in such managing underwriter’s lettergood faith.

Priority in Incidental Registrations. If (i) a registration pursuant The Company shall use reasonable efforts to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) cause the managing underwriter or underwriters of such a proposed underwritten offering shall inform the Company and holders of the to permit Holders who have requested to include Registrable Securities requesting in such registration by letter of its belief that the distribution of offering to include in such offering all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the registration offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that are intended to be included in such offering is such as to adversely affect the success of such offering (including adversely affect the per-share offering price), then the amount of securities to be offered shall be reduced to the amount recommended by such managing underwriter or underwriters in its or their good faith opinion, which will be allocated in the following order of priority: (i) first, the securities to be proposed to be sold by the Company for its own account, (ii) second, the Registrable Securities of Ignition, (iii) third, the Registrable Securities of the “Holders” (as defined in the Existing Registration Rights Agreement) other than Ignition that have requested to participate in such underwritten offering, allocated pro rata among such holders on the basis of the number percentage of such securities the Registrable Securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal by such holders, (iv) fourth, the Registrable Securities of the Holders that have requested to the approximate number of shares stated participate in such managing underwriter’s letterunderwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such underwritten offering by such Holders and (v) fifth, for the account of any other holders of Common Stock that have requested to be included in such underwritten offering as a result of registration rights or otherwise.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (either because the Company has not been requested so to include such Registrable Securities pursuant to Section 2.4(b) or, if requested to do so, is not obligated to do so under Section 2.4(b), and (iiiii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedSecurities, exclude from such underwritten offering reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number which shall have been requested by each holder of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, Registrable Securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering registration shall be equal to the approximate number of shares stated in such managing underwriter’s 's letter.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 section 13.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (either because the Company has not been requested so to include such Registrable Securities pursuant to section 13.4(b) or, if requested to do so, is not obligated to do so under section 13.4(b)), and (iiiii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedSecurities, exclude from such underwritten offering reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number which shall have been requested by each holder of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, Registrable Securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering registration shall be equal to the approximate number of shares stated in such managing underwriter’s 's letter.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such any underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief opinion that the distribution number or type of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Third Party Securities so requested to be included in such registration would materially adversely affect such offering, and the registration pro rata among Company has so advised the Requesting Holders, then the Company will include in such holders on registration, to the basis extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering, first, (x) if such registration is being effected pursuant to the request of Securityholders under provisions of one of the Other Registration Rights Agreements comparable to Section 2.1, all Third Party Securities so requested by such Securityholders under such Other Registration Rights Agreement, or (y) if such registration is not being so effected, all securities of the Company to be sold for its own account, second such Registrable Securities requested to be included by in such holders registration pursuant to this Agreement and (ii) second, shares of such other securities so Third Party Securities requested to be included by in such registration pursuant to the holders provisions of such other securitiesthe Other Registration Rights Agreements comparable to this Section 2.2, so that pro rata (based on the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to therein by each Selling Holder and the approximate number of shares stated in Third Party Securities requested to be included therein by each Securityholder) among such managing underwriter’s letterSelling Holders and the Securityholders, and third, if clause (x) of this Section 2.2(b) applies, all securities proposed by the Company to be sold for its own account.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 7.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the CompanyPLD, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (either because PLD has not been requested so to include such Registrable Securities pursuant to Section 7.4(b) or, if requested to do so, is not obligated to do so under Section 7.4(b), and (iiiii) the managing underwriter of such underwritten offering shall inform the Company PLD and holders of the Registrable Securities requesting such registration by letter News America of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company PLD may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedNews America, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, reduce the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number of such securities which shall have been requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, News America so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering registration shall be equal to the approximate number of shares stated in such managing underwriter’s 's letter.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3(a) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform advises the Company and holders in writing that, in its opinion, the total number of shares of Common Stock to be included in such registration, including the Registrable Securities requesting such registration by letter of its belief that requested to be included pursuant to this Section 3, exceeds the distribution of all or a specified maximum number of such Registrable Securities concurrently with shares of Common Stock specified by the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which managing underwriter that may be distributed without adversely affecting the price, timing or distribution of such effect)shares of Common Stock, then the Company mayshall include in such registration only such maximum number of Registrable Securities which, upon written notice to all holders in the reasonable opinion of such Registrable Securities and to holders underwriter or underwriters, can be sold in the following order of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) priority: (i) first, all of the number shares of such Common Stock that the Company proposes to sell for its own account, if any, (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities so pursuant to a Demand Registration (as hereinafter defined), and (iii) third, the Registrable Securities of the holder(s) of Registrable Securities requested to be included in such Incidental Registration. To the registration extent that shares of Common Stock to be included in the Incidental Registration must be allocated among the holders(s) of Registrable Securities pursuant to clause (iii) above, such shares shall be allocated pro rata among such holders the holders(s) of Registrable Securities based on the basis of the number of shares of Common Stock that such securities holders(s) of Registrable Securities shall have requested to be included by such holders and (ii) secondtherein. Notwithstanding the foregoing, if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares of such other securities so requested to be included by the holders of such other securitiesfor inclusion, so that the resultant aggregate number of such Registrable Securities and of such other or exclude shares of securities so requested to be included which are included completely, in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letter.Incidental Registration on

Priority in Incidental Registrations. If (ithe Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Section 2.2(a) a registration pursuant above, the Company will, if requested by any holder of Registrable Securities as provided in said Section 2.2(a) and subject to the provisions of this Section 3.2 involves an underwritten offering 2.2(b), arrange for such underwriters to include all of the Registrable Securities to be offered and sold by such holder among the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) underwriters. In the event that the managing underwriter of any such underwritten offering shall inform the Company and the holder or holders of Registrable Securities requesting the inclusion of their securities in such offering in writing of its reasonable and good faith belief that the size of the offering that such holders, the Company and/or any other securityholders intend to make is such that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing requested to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)included, then the Company mayshall include in such offering only securities proposed to be sold by the Company for its own account and Registrable Securities and securities having registration rights that are pari passu to those relating to the Registrable Securities (the "PARI PASSU SECURITIES"). The Company may include in such offering all securities proposed by the Company to be sold for its own account and may decrease the number of Registrable Securities and Pari Passu Securities so proposed to be sold and so requested to be included in such offering (pro rata on the basis of the percentage of the securities, upon written notice by number of shares, of the Company requested to all be included in the offering by the holder or holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and Pari Passu Securities) to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, reduce the number of such Registrable Securities so requested securities to be included in such offering to the level recommended by the managing underwriter. If, prior to the effectiveness of any registration pro rata among statement contemplated by this Section 2.2, the managing underwriter reasonably determines in good faith, and gives written notice to the holders of Registrable Securities requesting the inclusion of their securities in such holders on offering, that in its opinion the basis underwriting cannot be achieved at a price acceptable to the Company due to the size of the offering, the Company may further decrease the number of such securities requested Registrable Securities and Pari Passu Securities in the manner described in the preceding sentence to the minimum extent necessary in order to achieve a price acceptable to the Company. The holder or holders of Registrable Securities to be included distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and any necessary or appropriate custody agreements which are reasonably acceptable to such holders, shall execute appropriate powers of attorney which are reasonably acceptable to such holders, and shall take all such actions as are reasonably requested by the managing underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities, provided, however, that (i) such holder or holders of Registrable Securities participating in such registration shall not be required to make any representations or warranties other than those relating solely to such holder, its Registrable Securities, and its intended method of distribution and (ii) secondthe liability of each such holder to any underwriter under such underwriting agreement will be limited to liability arising from misstatements or omissions regarding such holder, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such its Registrable Securities and its intended method of distribution and any such other shares of securities so requested to be included which are included in such underwritten offering liability shall be not exceed an amount equal to the approximate number of shares stated in net proceeds such managing underwriter’s letterholder derives from such registration.

Priority in Incidental Registrations. If (i) a registration pursuant The Issuer shall use reasonable efforts to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) cause the managing underwriter underwriter(s) of such underwritten offering shall inform the Company and holders a proposed Underwritten Offering to permit Holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such who have requested to include Registrable Securities concurrently with the securities being distributed by in such underwriters would interfere with the successful marketing of the securities being distributed by offering to include in such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to offering all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the Issuer included in the registration pro rata among offering. Notwithstanding the foregoing, if the managing underwriter(s) of such holders Underwritten Offering have informed the Issuer in writing that in its good faith opinion the total number or dollar amount of securities that such Holders and the Issuer intend to include in such offering is such as to likely have a material adverse effect on the basis timing, price or distribution of such offering, then there shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s), after consultation with the Issuer, determines can be sold without having such material adverse effect on such offering, and such number of Registrable Securities shall be allocated as follows: first, all securities of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so Issuer requested to be included by the holders Issuer in such registration; second, all securities of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so Issuer requested to be included which are by each Investor and its Affiliates, pro rata among such Holders on the basis of the percentage of Registrable Securities owned by each such Holder relative to the number of Registrable Securities owned by all such Holders; and third, all securities of the Issuer requested to be included by other holders of Common Shares (other than any Investor and its Affiliates) requesting such registration as a result of registration rights or otherwise, pro rata among such holders of Common Shares on the basis of the percentage of the Registrable Securities requested to be included in such underwritten offering shall be equal to the approximate number of shares stated in registration by such managing underwriter’s letterholders.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2(b) involves an underwritten offering Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder of Registrable Securities requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be distributed included in such registration exceeds the amount which can be reasonably expected to be sold in (on a firm commitment basisor during the time of) by or through one or more underwriters such offering without adversely affecting the success of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter distribution of such underwritten offering shall inform the securities being offered, then the Company will include in such registration, first, all the securities desired to be sold by the Company pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second, the amount of other securities (including Registrable Securities) requested to be included in such registration that the Company is so advised can be sold in (or during the time of) such offering, allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such registration on the basis of the percentage of the securities (including Registrable Securities) beneficially owned at the time that each holder (including Holders) requesting inclusion of their securities desires to register in such registration; provided, however, that in the event the Company determines, by virtue of this paragraph, not to include in any such registration all of the Registrable Securities requesting of any Holder requested to be included in such registration by letter of its belief that the distribution of all or a specified number of registration, such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company Holder may, upon written notice to all holders the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the amount of Registrable Securities which each Holder is entitled to holders of include in such other securities so requested to registration shall be included, exclude from such underwritten offering (if and to re-calculated utilizing the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the reduced total number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a any registration pursuant to this Section 3.2 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter underwriter(s) of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter in writing of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such registration or offering, when added to the number of other equity securities to be offered in such registration pro rata among or offering, would materially adversely affect such holders on offering, then the basis Company shall include in such registration or offering, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such registration or offering without so materially adversely affecting such registration or offering (the “Section 2.2 Sale Amount”), (i) all of such the securities proposed by the Company to be sold for its own account; (ii) thereafter, to the extent the Section 2.2 Sale Amount is not exceeded, the Registrable Securities requested by the Participating Holders (provided that if all of the Registrable Securities requested by the Participating Holders may not be included, the Participating Holders shall be entitled to participate on a pro rata basis based on the aggregate number of shares of Registrable Securities requested by the Participating Holders to be registered); and (iii) thereafter, to the extent the Section 2.2 Sale Amount is not exceeded, any other securities of the Company requested to be included by Company stockholders holding other such holders registration rights on a pro rata basis based on the aggregate number of shares requested by the Participating Holders and (ii) secondthe other Company stockholders to be registered; provided, shares that in any event the Participating Holders of such other Registrable Securities shall be entitled to register at least 30% of the securities so requested to be included by the holders of in any such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such any underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief opinion that the distribution number or type of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Third Party Securities so requested to be included in such registration would materially adversely affect such offering, and the registration pro rata among Company has so advised the Requesting Holders, then the Company will include in such holders on registration, to the basis extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering, first, (x) if such registration is being effected pursuant to the request of Securityholders under provisions of one of the Other Registration Rights Agreements comparable to Section 2.1, all Third Party Securities so requested by such Securityholders under such Other Registration Rights Agreement, or (y) if such registration is not being so effected, all securities of the Company to be sold for its own account, and second, such Registrable Securities requested to be included by in such holders registration pursuant to this Agreement and (ii) second, shares of such other securities so Third Party Securities requested to be included by in such registration pursuant to the holders provisions of such other securitiesthe Other Registration Rights Agreements comparable to this Section 2.2, so that PRO RATA (based on the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to therein by each Selling Holder and the approximate number of shares stated in Third Party Securities requested to be included therein by each Securityholder) among such managing underwriter’s letterSelling Holders and the Securityholders and third, if clause (x) of this Section 2.2(b) applies, all securities proposed by the Company be sold for its own account.

Priority in Incidental Registrations. If (i) In a registration pursuant to this Section 3.2 involves 2.2 involving an underwritten offering of the securities so being registeredoffering, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) if the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of securities requested by stockholders to be included in such Registrable Securities concurrently registration would substantially interfere with its ability to effect such offering in accordance with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters intended method thereof (such writing letter to state the basis of such belief and the approximate number of such Registrable Securities which securities that may be distributed without such effect), then the Company may, upon written notice to all holders of such securities, reduce the number of Registrable Securities and to holders of such other securities so requested to be included, exclude from included in such underwritten offering registration (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) and, if such reduction is not sufficient to eliminate such effect, then reduce pro rata (iif and to the extent stated by such managing underwriter to be necessary to eliminate such effect) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included registered by the holders of the Registrable Securities, on the one hand, and the holders of other securities of the Company (whether issued before or after the date hereof), on the other hand, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by the holders thereof participating in such registration, on the one hand, and the amount of other securitiessecurities of the Company owned by the holders thereof participating in such registration, on the other hand, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering registration shall be equal to the approximate number of shares stated in such managing underwriter’s 's letter; PROVIDED, HOWEVER, that to the extent the Company has granted "piggyback" registration rights to other holders of its securities prior to the date hereof and such registration rights do not permit the Company to comply with this provision, in the reasonable opinion of the Company's counsel, to the extent such holders request registration of their securities, the Company will use its best commercially reasonable efforts to achieve as close a result as is possible to that intended by this Section 2.2(b) without breaching such other agreements. The number of securities to be included in such registration by the holders of Registrable Securities shall be apportioned among all holders thereof participating in the registration in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each holder thereof or as they may otherwise agree. The number of securities to be included in such registration by the holders of other securities of the Company shall be apportioned among all holders thereof participating in the registration in proportion (as nearly as practicable) to the amount of other securities owned by each holder thereof or as they may otherwise agree.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 5.2 involves an underwritten offering by the Company and the managing underwriter with respect to such offering advises the Company in writing that, in its opinion, the number of the securities so being registered, whether or not for sale for the account of Shares which the Company, the Stockholders and any other persons intended to be distributed (included in such registration exceeds the largest number of Shares which can be sold in such offering without having an adverse effect on a firm commitment basis) the offering of Shares as contemplated by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of (including the Registrable Securities requesting such registration by letter of its belief that price at which the distribution of all or a specified number of such Registrable Securities concurrently with Company proposes to sell the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effectShares), then the Company may, upon written notice to all holders of will include in such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) registration (i) first, in the number case of the Initial Public Offering only, such Registrable Securities so Shares requested by HF, if any, to enable it to reduce its ownership of shares in the Company immediately following consummation of the Initial Public Offering to not less than 10% of the outstanding shares (provided that any shares thereby allocated to HF will reduce the shares available to other WG Stockholders pursuant to clause (iv) and (v)), (ii) second, in the case of any registration other than the Initial Public Offering in which HF shall be entitled to register Shares either pursuant to Section 5.1 or 5.2 hereof, such shares requested by HF, if any, (iii) third, all the shares the Company proposes to sell for its own account, (iv) fourth, the Shares which the Stockholders have requested to be included in such registration pursuant to Section 5.1 hereof (with any necessary proration thereof to be effected in accordance with Section 5.1(e)) and (v) fifth, the Shares which the Stockholders (excluding HF in the event either clause (i) or (ii) shall be applicable with respect to such registration) have requested to be included in such registration pursuant to Section 5.2 hereof and which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such reduced number of Shares shall be allocated pro rata among such holders all requesting Stockholders on the basis of the relative number of Shares then owned or held of record by each such securities requested Stockholder (provided that (A) any shares thereby allocated to any Wavetek Stockholder that exceed such Wavetek Stockholder's request will be included by such holders first reallocated among the remaining requesting Wavetek Stockholders in like manner and (iiB) second, any shares of thereby allocated to any WG Stockholder that exceed such other securities so requested to WG Stockholders' request will be included by first reallocated among the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included remaining requesting WG Stockholders in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterlike manner).

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3(a) (other than a Demand Registration or S-3 Registration, it being understood the priority for such registrations is set forth in Section 4(d)) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction Underwritten Offering and (ii) the managing underwriter of such underwritten offering shall inform or underwriters advise the Company and holders in writing that, in its or their opinion, the total number of shares of Common Stock to be included in such registration, including the Registrable Securities requesting such registration by letter of its belief that requested to be included pursuant to this Section 3, exceeds the distribution of all or a specified maximum number of such Registrable Securities concurrently with shares of Common Stock specified by the securities being distributed by such managing underwriter or underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which that may be distributed without materially and adversely affecting the price, timing or distribution of such effect)shares of Common Stock, then the Company mayshall include in such registration only such maximum number of Registrable Securities which, upon written notice to all holders in the reasonable opinion of such Registrable Securities and to holders underwriter or underwriters, can be sold in the following order of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) priority: (i) first, all of the number shares of such Common Stock that the Company proposes to sell for its own account, if any, (ii) second, the Registrable Securities so of BRS and the Jefferies Funds, and (iii) third, the Registrable Securities of any of the Management Investors and any other holder of Registrable Securities that are requested to be included in such Incidental Registration. To the registration extent that shares of Common Stock to be included in the Incidental Registration must be allocated among the holder(s) of Registrable Securities pursuant to clause (ii) or clause (iii) above, such shares shall be allocated pro rata among such holders the applicable holder(s) of Registrable Securities based on the basis of the number of shares of Common Stock that such securities holder(s) of Registrable Securities shall have requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s lettertherein.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform advises the Company and holders in writing that, in its opinion, the amount of the Registrable Securities requesting securities requested to be included in such registration exceeds the amount which can be sold in such offering, so as to be likely to have an adverse effect on such offering as contemplated by letter of its belief that the distribution of all or a specified number of Company (including the price and timing at which the Company proposes to sell such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effectsecurities), then the Company may, upon written notice to all holders of will include in such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) registration (i) first, 100% of the number securities the Company proposes to sell, (ii) second, any Other Securities requested to be registered by Other Holders exercising a demand registration right, and (iii) third, to the extent of such the amount of Registrable Securities so and Other Securities requested to be included in such registration which, in the registration opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the amount of Registrable Securities and Other Securities which the Holders and Other Holders have requested to be included in such registration, such amount to be allocated pro rata among such holders all requesting Holders and Other Holders on the basis of the relative number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of Other Securities then held by each such other shares of securities so requested Holder and Other Holder (provided, that any Registrable Securities and Other Securities thereby allocated to any such Holder or Other Holder that exceed such Holder's or Other Holder's request will be included which are included reallocated among the remaining requesting Holders and Other Holders in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterlike manner).

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2.2 involves an underwritten offering, and the managing underwriter shall advise the Company in writing, that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Company, or that the kind of securities requested or otherwise proposed to be included in such registration statement would materially and adversely affect the success of such offering, the Company will include in such registration, to the extent of the securities number which the Company is so being registeredadvised can be sold in such offering, whether or not for sale for (i) if the account registration is a primary registration on behalf of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (iA) first, the number of such securities proposed to be registered by the Company, and (B) second, the Registrable Securities so requested to be and securities of other Persons included in the such registration pro rata among such holders on the basis of in accordance with the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so Registrable Securities requested to be included by the holders of such other securities, so that Requesting Holders and the resultant aggregate number of other securities proposed to be registered by the other Persons with registration rights under written agreements (notwithstanding anything to the contrary in any other such written agreement), and (ii) if the registration is a secondary registration on behalf of other Persons, the Registrable Securities and securities of other Persons included in such other shares registration pro rata in accordance with the numbers of securities so Registrable Securities requested to be included which are included in such by the Requesting Holders and the numbers of other securities proposed to be registered by the other Persons. Without the consent of the Holders of at least a majority of Registrable Securities, the Company will not grant any registration rights inconsistent with the provisions of this Section 2.2. In the event a contemplated distribution does not involve an underwritten offering public offering, the determinations contemplated by this Section 2.2 shall be equal to made by the approximate number Board of shares stated Directors in such managing underwriter’s letterits reasonable discretion.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 1.2 involves an underwritten offering offering, and the managing or lead underwriter or underwriters shall advise the Company in writing (a copy of which shall be provided by the Company to each Person requesting registration of Eligible Securities or other securities of the Company), that, in its or their opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Company, the Company shall include in such registration, up to the number of securities that the Company is so being registeredadvised can be sold in such offering, whether or not for sale for (i) if the account registration is a primary registration on behalf of the Company, (x) first, the securities proposed to be distributed (on a firm commitment basis) included by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of (y) second, the Registrable Eligible Securities requesting requested to be included in such registration by letter the Selling Stockholders and the securities of its belief that other Persons requested to be included in such registration, each pro rata in accordance with the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed proposed to be included by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief other Persons and the approximate number of such Registrable Eligible Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering respectively; and (ii) if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) registration is a secondary registration on behalf of a Person or Persons other than the Company or a holder of Eligible Securities, (ix) first, the securities proposed to be included by such other Person or Persons (unless, the Company shall have negotiated an equal or better priority with such Person or Persons), (y) second, the securities of the Company and the Eligible Securities requested to be included in such registration by the Selling Stockholders, each pro rata in accordance with the number of such Registrable securities proposed to be registered by the Company and the number of Eligible Securities so requested to be included in included, respectively (unless the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of Company has negotiated an equal or better priority with such other Person or Persons, in which case the securities so requested proposed to be included by the holders Company shall have higher priority than the Eligible Securities proposed to be included by the Selling Shareholders), and (z) third, the securities of such any other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so Persons requested to be included which are included in such underwritten offering registration in accordance with the rights contained in the respective agreements into which such Persons and the Company have entered. Notwithstanding the aforesaid, if at any time the Company proposes to effect a registration under this Section 1.2 the Selling Stockholders are entitled to effect a disposition of Eligible Securities pursuant to Rule 144(k) (or any successor provision) under the Securities Act, the aforesaid priorities shall be equal changed so that the Eligible Securities proposed to be included by the approximate number Selling Stockholders shall have the lowest priority of shares stated all securities proposed to be registered in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2.1 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and the holders of the Warrants or Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the securities being distributed by number which can be sold in (or during the time of) such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offering, then the Company may, upon written notice to may include all holders of such Registrable Securities and to holders of such other securities so requested proposed by the Company to be included, exclude from such underwritten offering (if sold for its own account and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, may decrease the number of such Registrable Securities so proposed to be sold and so requested to be included in the such registration (pro rata among such the holders thereof on the basis of the percentage of Registrable Securities held by such holders) to the extent necessary to reduce the number of such securities requested to be included in the registration to the level recommended by such holders the managing underwriter; provided that if securities of the Company other than (x) securities proposed by the Company to be sold for its own account and (iiy) secondRegistrable Securities (collectively, shares of such other securities so requested "OTHER SECURITIES") have been proposed to be included by in such registration, no Other Securities may be included in such registration if the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall registration has been required to be equal decreased pursuant to the approximate number of shares stated in such managing underwriter’s letterthis Section 2.1(b).

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2.3 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of a holder or holders of Registrable Securities are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities pursuant to Section 2.5(b) below), and (iiiii) the managing underwriter of such underwritten offering shall inform the Company and the holder or holders of the Registrable Securities requesting such registration by letter in writing of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the securities being distributed by number which can be sold in (or during the time of) such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offering, then the Company mayshall include in such registration only securities proposed to be sold by the Company for its own account, upon written notice to all holders of such Registrable Securities and securities having registration rights that are pari passu to holders those relating to the Registrable Securities (the "Pari Passu Securities"). If the registration was initiated by the Company without a registration having been requested, under Section 2.2 above, within the prior 120-day period, the Company may include all securities proposed by the Company to be sold for its own account and may decrease the number of such other securities Registrable Securities and Pari Passu Securities so proposed to be sold and so requested to be includedincluded in such registration (pro rata on the basis of the percentage of the securities of the Company, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so shares, requested to be included in the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holder or holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares Pari Passu Securities) to the extent necessary to reduce the number of securities so to be included in the registration to the level recommended by the managing underwriter. If, however, the registration was initiated by the Company within 120 days of a requested registration and is in response thereto or in lieu thereof, then the Company shall include in the registration all Registrable Securities requested to be included which are in such registration and shall decrease the number of securities proposed to be sold by the Company and to be included in such underwritten offering shall be equal registration to the approximate extent necessary to reduce the number of shares stated securities to be included in such the registration to the level recommended by the managing underwriter’s letter.

Priority in Incidental Registrations. If (ithe Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Section 2.2(a) a registration pursuant above, the Company will, if requested by any holder of Registrable Securities as provided in said Section 2.2(a) and subject to the provisions of this Section 3.2 involves an underwritten offering 2.2(b), arrange for such underwriters to include all of the Registrable Securities to be offered and sold by such holder among the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) underwriters. In the event that the managing underwriter of any such underwritten offering shall inform the Company and the holder or holders of Registrable Securities requesting the inclusion of their securities in such offering in writing of its reasonable and good faith belief that the size of the offering that such holders, the Company and/or any other securityholders intend to make is such that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing requested to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)included, then the Company mayshall include in such offering only securities proposed to be sold by the Company for its own account and Registrable Securities and securities having registration rights that are pari passu to those relating to the Registrable Securities (the "PARI PASSU SECURITIES"). The Company may include in such offering all securities proposed by the Company to be sold for its own account and may decrease the number of Registrable Securities and Pari Passu Securities so proposed to be sold and so requested to be included in such offering (pro rata on the basis of the percentage of the securities, upon written notice by number of shares, of the Company requested to all be included in the offering by the holder or holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and Pari Passu Securities) to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, reduce the number of such Registrable Securities so requested securities to be included in such offering to the level recommended by the managing underwriter. If, prior to the effectiveness of any registration pro rata among statement contemplated by this Section 2.2, the managing underwriter reasonably determines in good faith, and gives written notice to the holders of Registrable Securities requesting the inclusion of their securities in such holders on offering, that in its opinion the basis underwriting cannot be achieved at a price acceptable to the Company due to the size of the offering, the Company may further decrease the number of such securities requested Registrable Securities and Pari Passu Securities in the manner described in the preceding sentence to the minimum extent necessary in order to achieve a price acceptable to the Company. The holder or holders of Registrable Securities to be included distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and any necessary or appropriate custody agreements which are reasonably acceptable to such holders, shall execute appropriate powers of attorney which are reasonably acceptable to such holders, and shall take all such actions as are reasonably requested by the managing underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities, provided, however, that (i) such holder or holders of Registrable Securities participating in such registration shall not be required to make any representations or warranties other than those relating solely to such holder, its Registrable Securities, and its intended method of distribution and (ii) secondthe liability of each such holder to any underwriter under such underwriting agreement will be limited to liability arising from misstatements or omissions regarding such holder, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such its Registrable Securities and its intended method of distribution and any such other shares of securities so requested to be included which are included in such underwritten offering liability shall be not exceed an amount equal to the approximate number of shares stated in net proceeds such managing underwriter’s letter.holder derives from such registration

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for offered in such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offering, then the Company may, upon written notice to all holders of will include in such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) registration (i) first, 100% of the number of such Registrable Securities so requested securities proposed to be included in sold by the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders Company and (ii) second, shares to the extent of such other the number of securities so requested to be included by in such registration which, in the holders opinion of such other securitiesmanaging underwriter, so that can be sold without having the resultant aggregate adverse effect referred to above, which number of securities shall be allocated pro rata among all such requesting Holders of Registrable Securities and requesting holders of such other similar securities who have piggyback registration rights pursuant to an Other Registration Rights Agreement, on the basis of the relative number of shares of Registrable Securities then held by each such holder of Registrable Securities (provided, that any such amount thereby allocated to any such Holder that exceeds such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that (i) the Company did not initiate the registration of securities so intended to be registered for sale for its own account and (ii) the number of Registrable Securities of the Holders and the other holders entitled to registration rights with respect to such Common Stock pursuant to an Other Registration Rights Agreement, in each case requested to be included which are included in such underwritten offering shall registration, is less than the number which, in the opinion of the managing underwriter, can be equal sold, the Company may include in such registration the securities it proposes to sell up to the approximate number of shares stated securities that, in such managing the opinion of the underwriter’s letter, can be sold.

Priority in Incidental Registrations. If (ithe registration of which the Company gives written notice pursuant to Section 2.2(a) is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities as a part of such notice. In such event, the right of any holder to registration pursuant to this Section 3.2 involves an underwritten offering 2.2 shall be conditioned upon, and shall not be exercisable by any holder without, such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the securities so being registeredunderwriting to the extent provided herein. If required by the underwriter or underwriters selected by the Company for such underwriting (collectively, whether or not for sale for the account of the Company"Underwriter"), then (i) all holders proposing to distribute their Registrable Securities through such underwriting shall, to be distributed (on a firm commitment basis) the extent required by or through one or more underwriters of recognized standing under the Underwriter, enter into an underwriting terms appropriate for such a transaction agreement with the Underwriter in customary form, and (ii) all holders shall agree not to sell publicly any of their Registrable Securities for such period as the managing underwriter Underwriter may reasonably request. Notwithstanding any other provision of such underwritten offering shall inform this Section 2.2, if the Company and holders Underwriter determines that marketing or other factors require a limitation of the Registrable Securities requesting number of securities to be underwritten, then the Underwriter in its sole discretion may exclude from such registration by letter of its belief that the distribution of and underwriting some or all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such registration and underwriting by holders of Registrable Securities and other parties other than the Company; provided, however, that if all securities requested to be included in such registration pro rata and underwriting by holders of Registrable Securities and parties other than the Company are not so excluded by the Underwriter, then the number of such included securities shall be allocated proportionately among all parties (according to the number of securities requested to be registered) having the right to request registration of securities (including holders of Registrable Securities). If securities requested to be registered by holders of Registrable Securities are excluded pursuant to this Section 2.2(b), such exclusion shall be apportioned among such holders on in the basis of same proportion as the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included covered by the holders of such other securities, so that respective holder's instant registration request bears to the resultant aggregate total number of such securities covered by the instant registration requests of all persons (including holders of Registrable Securities). If any holder of Registrable Securities disapproves of the terms of any underwriting subject to this Section 2.2(b), then such holder may elect to withdraw therefrom by written notice to the Company and of the Underwriter. Any securities excluded or withdrawn from such other shares of underwriting shall be withdrawn from such registration. The Company shall advise all persons seeking to include their securities so requested to be included which are included in such underwritten offering shall be equal to registration and underwriting of the approximate number of shares stated in each such managing underwriter’s letterperson's securities that may be so included.

Priority in Incidental Registrations. If (i) a registration ------------------------------------ - pursuant to this Section 3.2 section 13.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and transaction, (ii) the Registrable Securities so -- requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such under written offering (either because the Company has not been requested so to include such Registrable Securities pursuant to section 13.4(b) or, if requested to do so, is not obligated to do so under section 13.4(b)), and (iii) the --- managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedSecurities, exclude from such underwritten offering reduce pro rata (if and to the extent stated by -------- such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number which shall have been requested by each holder of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, Registrable Securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering registration shall be equal to the approximate number of shares stated in such managing underwriter’s 's letter.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2(b) involves an underwritten offering Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by and the sole Underwriter or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the lead managing underwriter Underwriter, as the case may be, of such underwritten offering Underwritten Offering shall inform advise the Company and holders in writing (with a copy to each Holder of the Registrable Securities requesting registration) on or before the date five days prior to the date of pricing of for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration by letter of its belief that exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offered, then the Company maywill be required to include in such registration, upon written notice first, all the securities entitled to be sold pursuant to such Registration Statement by the Company; second all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration Underwritten Offering by the Investor Members and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata among such holders on the basis of the number of Registrable Securities requested to be included by all the Investor Members requesting to participate in the Underwritten Offering or on such other basis as shall be agreed among such Investor Members; third, all Registrable Securities requested to be included in such Underwritten Offering by the other Holders and, to the extent not all such Registrable Securities can be included in such Underwritten Offering, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of Registrable Securities requested to be included in such Underwritten Offering by all such Holders and fourth, all other securities requested, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such Underwritten Offering which are of the same class as the Registrable Securities and, to the extent not all such securities can be included in such Underwritten Offering, the number of securities to be included shall be allocated pro rata among the remaining holders thereof requesting inclusion in such Underwritten Offering on the basis of the number of securities requested to be included in such Underwritten Offering by all such holders and (ii) secondholders; provided, shares however, that in the event the Company will not, by virtue of this paragraph, include in any such other securities so registration all of the Registrable Securities of any Holder requested to be included by in such registration, such Holder may, upon written notice to the holders Company given within three days of the time such Holder first is notified of such other securitiesmatter, so that reduce the resultant aggregate number amount of such Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of such other shares of securities so requested Registrable Securities to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 1.2 involves an underwritten offering Offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters or agents of recognized standing under underwriting terms appropriate for such a transaction and transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such Offering (either because the Company has not been requested so to include such Registrable Securities pursuant to Section 1.4(b) or, if requested to do so, is not obligated to do so under Section 1.4(b)), and (iii) the managing underwriter or agent of such underwritten offering Offering shall inform provide the Company and (with a copy to each of the holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently registration) with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)an Underwriter's Letter, then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedSecurities, exclude from such underwritten offering reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among of which shall have been requested by each holder of Registrable Securities such holders on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering registration shall be equal to the approximate number of shares stated Marketable Amount, provided, that in such managing event, each holder shall have an option, exercisable by written notice to the Company with 30 days after such holder has received the Underwriter's Letter, to not participate in such Offering and withdraw its request provided under Section 1.2(a). No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter’s letter's marketing limitation shall be included in such registration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the CompanyCompany or a holder of securities of the Company pursuant to such holder's right to demand registration of such securities, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, (ii) the Registrable Securities so requested to be registered for sale are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities pursuant to Section 2.4(b), or if so requested, is not obligated to do so under Section 2.4(b)), and (iiiii) the managing underwriter of such underwritten offering shall inform the Company and the holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the securities being distributed by number which can be sold in (or during the time of) such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)offering, then the Company may, upon written notice may include all securities proposed by the Company to all holders be sold for its own account and for the account of any holder of securities of the Company exercising a right to demand registration of such securities and may decrease the number of Registrable Securities and to holders of such other securities of the Company so requested proposed to be included, exclude from such underwritten offering (if sold and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the such registration (pro rata among such the holders thereof on the basis of the number percentage of such the securities requested of the Company sought to be included by such holders and (iiin such registration) second, shares to the extent necessary to reduce the number of such other securities so requested to be included in the registration to the level recommended by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letter.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 4.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such registration would be likely to have an adverse effect on the price, timing or distribution of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) offered in such offering as contemplated by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of (other than the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effectSecurities), then the Company mayshall include in such registration (a) FIRST, upon written notice 100% of the securities the Company proposes to all holders sell, (b) SECOND, any Other Securities requested to be registered by any Other Holders exercising a demand registration right, and (c) THIRD, to the extent of such the amount of Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Other Securities so requested to be included in such registration which, in the registration opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the amount of Registrable Securities and Other Securities which the Holders and the Other Holders have requested to be included in such registration, such amount to be allocated pro rata among such holders all requesting Holders and the Other Holders on the basis of the number relative amount of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of Other Securities then held by each such other shares of securities so requested Holder and Other Holder (PROVIDED, that any such amount thereby allocated to be included which are included in any such underwritten offering Holder or Other Holder that exceeds such Holder's or Other Holder's request shall be equal to reallocated among the approximate number of shares stated remaining requesting Holders and Other Holders in such managing underwriter’s letterlike manner).

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such any underwritten offering shall inform the Company and holders in writing of its opinion that the number or type of Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such registration would materially adversely affect such offering, and the Company has so advised the Requesting Holders in writing, then the Company will include in such registration, to the extent of the number and type that the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, if such offering has been requested by a Person pursuant to any registration rights agreement between the Company and such Person and by the terms of such registration rights agreement the securities subject to such registration rights agreement must be included in such registration prior to those held by the Requesting Holders, the securities requested to be included in such offering by such Person, third, Registrable Securities requested to be included in such registration pursuant to this Agreement and such other securities proposed to be registered by the Company for the accounts of each other Person that by the terms of any applicable registration rights agreement in effect as of the date hereof between the Company and such Person must be included in the same proportion as the Registrable Securities of any Requesting Holder under this Agreement, pro rata among such holders Requesting Holders and such other Persons on the basis of the number of such estimated proceeds from the sale thereof and fourth, all other securities requested proposed to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistered.

Priority in Incidental Registrations. If (i) a registration ------------------------------------ pursuant to this Section 3.2 SECTION 2.2 involves an underwritten offering of the securities ----------- so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and transaction, (ii) the Registrable Securities requested to be registered in such registration pursuant to SECTION 2.2(A) for sale for the account of -------------- holders of Registrable Securities are not also to be included in such underwritten offering (because the Company has not been requested so to include such Registrable Securities pursuant to SECTION 2.4(B)) and (iii) the managing -------------- underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief opinion that the distribution number or principal amount or type of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such registration exceeds the number or principal amount or type that can be sold in (or during the time of) such offering, and the Company has so advised the Requesting Holders in writing with a copy of such opinion, then the Company will include in such registration, to the extent of the number or principal amount and type that the Company is so advised can be sold in (or during the time of) such offering, the securities proposed by the Company to be sold for its own account and such Registrable Securities requested to be included in such registration pursuant to this SECTION 2.2, pro rata among such holders the Company and each of the Requesting Holders on ----------- the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by estimated gross proceeds from the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s lettersale thereof.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Holders (if any Registrable Securities requesting held by the Holders have been requested to be included in such registration underwritten offering) by letter of its belief that the distribution of all or a specified number of such the Registrable Securities requested to be included concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate appropriate number of such the Registrable Securities requested to be included which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedthe Holders, exclude from such underwritten offering reduce (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such the Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such the Registrable Securities and of such other shares of securities so requested to be included which are that will be included in such underwritten offering registration shall be equal to the approximate maximum number of shares stated by such managing underwriter letter as would not so interfere; PROVIDED, HOWEVER, that the priority in such registration shall be as follows, (i) first, securities offered for the account of the Company or, if such registration is for a security holder exercising a Demand Registration, then securities offered for the account of such security holder, and (ii) second, the Registrable Securities of each Holder pro rata in proportion to their share of the then outstanding Registrable Securities; PROVIDED, that Registrable Securities of Securicor or any of its Affiliates shall not be included in the first such registration by the Company after the date of this Agreement unless, and only to the extent that, the aggregate number of Registrable Securities being offered for the account of the Company, Simm▇▇▇▇, ▇▇dland and Roamer, collectively, do not equal the maximum number of shares stated by such managing underwriter letter; and PROVIDED, FURTHER, that during the two-year period following the date hereof Securicor and its Affiliates shall not, collectively or individually, be entitled, in any particular registration, to offer for registration pursuant to the foregoing clause (ii) more than 25% of the number of shares stated in such managing underwriter’s 's letter. Notwithstanding anything in this Section 3.b. to the contrary, Holders shall not have any right to include their Registrable Securities in any distribution or registration of 128 securities by the Company, which is a result of a (1) merger, (2) consolidation, (3) acquisition, (4) exchange offer, (5) recapitalization, (6) other reorganization, (7) dividend reinvestment plan, (8) stock option plan or other employee benefit plan, or (9) any similar transaction having the same effect.

Priority in Incidental Registrations. If (i) a registration pursuant ------------------------------------ to this Section 3.2 2(b) involves an underwritten offering Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by and the sole Underwriter or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the lead managing underwriter Underwriter, as the case may be, of such underwritten offering Underwritten Offering shall inform advise the Company and holders in writing (with a copy to each Holder of the Registrable Securities requesting such registration by letter of its belief that registration) on or before the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters date five (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and 5) days prior to the extent stated by date then scheduled for such managing underwriter to be necessary to eliminate such effect) (i) firstoffering that, in its opinion, the number amount of such securities (including Registrable Securities so Securities) requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the success of the distribution of the securities being offered, then the Company will include in such registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the incidental registration rights of any holder (including Holders), and second, the amount of other securities (including Registrable Securities) requested to be included in such registration that the Company is so advised can be sold in (or during the time of) such offering, allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such holders registration on the basis of the number of the securities (including Registrable Securities) beneficially owned at the time by the holders (including Holders) requesting inclusion of their securities; provided, however, that in the event the Company determines, by virtue of this paragraph, not to include in any such securities registration all of the Registrable Securities of any Holder requested to be included by in such holders and (ii) secondregistration, shares such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such other securities matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so requested included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant ------------------------------------ - to this Section 3.2 9.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, (ii) the Registrable Securities so requested to be registered for -- sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (either because the Company has not been requested so to include such Registrable Securities pursuant to Section 9.4(b) or, if requested to do so, is not obligated to do so under Section 9.4(b), and (iiiii) the managing underwriter of such underwritten offering shall inform the ---- Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedSecurities, exclude from such underwritten offering reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering registration shall be equal to the approximate number of shares stated in such managing underwriter’s 's letter.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) offered in such offering as contemplated by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of (other than the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effectSecurities), then the Company may, upon written notice to all holders of will include in such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) registration (i) first, 100% of the securities the Company proposes to sell, (ii) second, up to 100% of the securities, if any, requested to be registered by any holder of Common Stock pursuant to demand registration rights in any agreement between the Company and such Person, and (iii) third, to the extent of the number of such Registrable Securities so (and Common Stock held by any other Persons with similar incidental registration rights) requested to be included in such registration pursuant to this Section 3 which, in the registration opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities (and such Common Stock held by any other Person) which the Holders (and such other Persons) have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders (and such holders other Persons) on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate relative number of shares stated of Registrable Securities then held by each such Holder (or shares of Common Stock then held by such other Person); provided that any shares thereby allocated to any such Holder (or such other Person) that exceed such Holder’s (or such other Person’s) request will be reallocated among the remaining requesting Holders (and such other Persons) in such managing underwriter’s letterlike manner.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such any underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief opinion that the distribution number or type of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Third Party Securities so requested to be included in such registration would materially adversely affect such offering, and the registration pro rata among Company has so advised the Requesting Holders, then the Company will include in such holders on registration, to the basis extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering, first, (x) if such registration is being effected pursuant to the request of Securityholders under the demand registration provisions of one of the Other Registration Rights Agreements, all Third Party Securities so requested by such Securityholders under such Other Registration Rights Agreement, or (y) if such registration is not being so effected, all securities of the Company to be sold for its own account, and second, such Registrable Securities requested to be included by in such holders registration pursuant to this Agreement and (ii) second, shares of such other securities so Third Party Securities requested to be included by in such registration pursuant to the holders provisions of such other securitiesthe Other Registration Rights Agreements comparable to this Section 2.2, so that pro rata (based on the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to therein by each Requesting Holder and the approximate number of shares stated in Third Party Securities requested to be included therein by each Securityholder) among such managing underwriter’s letterRequesting Holders and the Securityholders and third, if clause (x) of this Section 2.2(b) applies, all securities proposed by the Company to be sold for its own account.

Priority in Incidental Registrations. If (i) the Incidental Registration is for a registered public offering involving an underwriting, the Company shall so advise the Holders of Registrable Securities as a part of such notice. In such event, the right of any Holder to registration pursuant to this Section 3.2 involves an underwritten offering 2.2 shall be conditioned upon, and shall not be exercisable by any Holder without, such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the securities so being registered, whether or not for sale for underwriting to the account of extent provided herein. If required by the CompanyUnderwriter then (i) all Holders proposing to distribute their Registrable Securities through such underwriting shall, to be distributed (on a firm commitment basis) the extent required by or through one or more underwriters of recognized standing under the Underwriter, enter into an underwriting terms appropriate for such a transaction agreement with the Underwriter in customary form, and (ii) all Holders shall agree not to sell publicly any of their Registrable Securities for such period as the managing underwriter Underwriter may reasonably request, provided that such period shall not exceed one hundred eighty (180) days. Notwithstanding any other provision of such underwritten offering shall inform this Section 2.2, if the Company and holders Underwriter determines that marketing or other factors require a limitation of the Registrable Securities requesting number of securities to be underwritten, then the Underwriter in its sole discretion may exclude from such registration by letter of its belief that the distribution of and underwriting some or all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such registration and underwriting by Holders of Registrable Securities and other parties other than the registration pro rata among such holders on the basis of the number of such Company; provided, however, that if all securities requested to be included in such registration and underwriting by holders of Registrable Securities and parties other than the Company are not so excluded by the Underwriter, then the number of such included securities shall be allocated proportionately among all parties (prorated in proportion to the number of shares of Class A Common Stock or Class B Common Stock owned by such holders and parties) having the right to request registration of securities (ii) second, shares including Holders of such other Registrable Securities). If securities so requested to be included registered by Holders of Registrable Securities are excluded pursuant to this Section 2.2(b), such exclusion shall be apportioned among such Holders pro rata based upon such requesting Holder's total holdings of Registrable Securities, and not total shares requested for inclusion in the holders registration. If any Holder of Registrable Securities disapproves of the terms of any underwriting subject to this Section 2.2(b), then such other securities, so that Holder may elect to withdraw therefrom by written notice to the resultant aggregate Company and the Underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company shall advise all persons seeking to include their securities in such registration and underwriting of the number of each such Registrable Securities and of such other shares of person's securities that may be so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterincluded.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2 involves an underwritten offering and the managing underwriter or underwriters in good faith advises the Company in writing that, in its opinion, the number of the securities so being registered, whether or not for sale for the account shares of Common Stock which the Company, the Holders and any other Persons intend to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting include in such registration by letter of its belief that exceeds the distribution of all or a specified largest number of such Registrable Securities concurrently with shares of Common Stock which can be sold in such offering without having an adverse effect on such offering (including the securities being distributed by price at which such underwriters would interfere with the successful marketing shares of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may Common Stock can be distributed without such effectsold), then the Company may, upon written notice to all holders of will include in such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) registration (i) first, if the registration pursuant to this Section 2 was initiated by any Person holding shares of Common Stock exercising demand registration rights, 100% of the shares of Common Stock such other Person proposes to sell (except to the extent the terms of such other Person's registration rights provide otherwise); (ii) second, 100% of the shares of Common Stock the Company proposes to sell for its own account; and (iii) third, to the extent that the number of shares of Common Stock which such other Person exercising demand registration rights and the Company propose to sell is less than the number of shares of Common Stock which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such number of Registrable Securities so Shares which the Holders have requested to be included in such registration and such number of shares of Common Stock which other Persons have requested to be included in such registration, in each case pursuant to Section 2(a) hereof or other piggyback or incidental registration rights and which, in the registration opinion of such managing underwriter or underwriters, can be sold without having the adverse effect referred to above, such number of Registrable Shares and shares of Common Stock to be included on a pro rata basis among such holders all requesting Holders and other Persons on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate relative number of shares stated of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by such managing underwriter’s letterHolders and other Persons.

Priority in Incidental Registrations. If (i) a registration ------------------------------------ pursuant to this Section 3.2 section 13.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (either because the Company has not been requested so to include such Registrable Securities pursuant to section 13.4(b) or, if requested to do so, is not obligated to do so under section 13.4(b)), and (iiiii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such Such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedSecurities, exclude from such underwritten offering reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number which shall have been requested by each holder of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, Registrable Securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering registration shall be equal to the approximate number of shares stated in such managing underwriter’s underwriters letter.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2 involves an underwritten offering and the managing underwriter in good faith advises the Company in writing that, in its opinion, the number of the securities so being registered, whether or not for sale for the account of which the Company, the Holders and any other Persons intend to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting include in such registration by letter of its belief that exceeds the distribution of all or a specified largest number of securities which can be sold in such Registrable Securities concurrently with offering without having an adverse effect on such offering (including the price at which such securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may can be distributed without such effectsold), then the Company mayshall include in such registration: (i) FIRST, upon written notice 100% of the securities the Company proposes to all holders sell for its own account; and (ii) SECOND, such number of such Registrable Securities and to holders of such other securities so Shares which the Holders have requested to be includedincluded in such registration and such number of securities which Other Holders have requested to be included in such registration which, exclude from in the opinion of such underwritten offering managing underwriter, can be sold without having the adverse effect referred to above, such number of Registrable Shares and securities of Other Holders to be included on a pro rata basis among all requesting Holders and Other Holders on the basis of the relative number of shares of Common Stock requested to be included in such registration by such Holders and Other Holders; and (if and iii) THIRD, to the extent stated by such managing underwriter that the number of securities which are to be necessary included in such registration pursuant to eliminate such effect) clauses (i) firstand (ii), in the aggregate, is less than the number of securities which the Company has been advised can be sold in such Registrable Securities so offering without having the adverse effect referred to above, such number of other securities requested to be included in the registration offering for the account of any other Persons which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such number to be allocated pro rata among all holders of such holders other securities on the basis of the relative number of such other securities each other person has requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2 involves an underwritten offering and the managing underwriter in good faith advises the Company in writing that, in its opinion, the number of the securities so being registered, whether or not for sale for the account of which the Company, the Shareholders and any other Persons intend to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting include in such registration by letter of its belief that exceeds the distribution of all or a specified largest number of securities which can be sold in such Registrable Securities concurrently with offering without having an adverse effect on such offering (including the price at which such securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may can be distributed without such effectsold), then the Company mayshall include in such registration: (i) FIRST, upon written notice 100% of the securities the Company proposes to all holders sell for its own account; and (ii) SECOND, such number of such Registrable Securities and to holders of such other securities so Shares which the Shareholders have requested to be includedincluded in such registration and such number of securities which Other Holders have requested to be included in such registration which, exclude from in the opinion of such underwritten offering managing underwriter, can be sold without having the adverse effect referred to above, such number of Registrable Shares and securities of Other Holders to be included on a pro rata basis among all requesting Shareholders and Other Holders on the basis of the relative number of shares of Common Stock requested to be included in such registration by such Shareholders and Other Holders; and (if and iii) THIRD, to the extent stated by such managing underwriter that the number of securities which are to be necessary included in such registration pursuant to eliminate such effect) clauses (i) firstand (ii), in the aggregate, is less than the number of securities which the Company has been advised can be sold in such Registrable Securities so offering without having the adverse effect referred to above, such number of other securities requested to be included in the registration offering for the account of any other Persons which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such number to be allocated pro rata among all holders of such holders other securities on the basis of the relative number of such other securities each other person has requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration.

Priority in Incidental Registrations. If (i) In the case of a registration pursuant to this Section 3.2 involves 2(a) that is an underwritten offering of offering, the securities so being registered, whether or not for sale for the account of the Company, Company shall use reasonable efforts to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) cause the managing underwriter underwriter(s) of such underwritten offering shall inform the Company and holders to permit Holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such who have requested to include Registrable Securities concurrently with the securities being distributed by in such underwriters would interfere with the successful marketing of the securities being distributed by offering to include in such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to offering all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the registration pro rata among offering. Notwithstanding the foregoing, if the managing underwriter(s) of such holders on underwritten offering has informed the basis Company in writing that in its good faith opinion the total number or dollar amount of securities that such Holders and the Company intend to include in such offering would adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without adversely affecting such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), and such Maximum Number of Securities shall be allocated as follows, unless the managing underwriter(s) requires a different allocation: (i) first, all securities requested to be included by such holders and (ii) second, shares of such other securities so the Company requested to be included by the holders Company in such registration, without exceeding the Maximum Number of such other securitiesSecurities; (ii) second, so to the extent that the resultant aggregate number Maximum Number of such Registrable Securities and has not been reached under the foregoing clause (i), all securities of such other shares of securities so the Company requested to be included which are by the Investors (pro rata among Investor Groups on the basis of the percentage of Registrable Securities held by each such Investor Group (inclusive of the Deemed Carlyle Shares)) and their respective Affiliates (among such Affiliate Holders of each Investor as determined by the applicable Investor in its sole discretion), without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), all securities of the Company requested to be included by the Holders of Registrable Securities (other than the Investors and their respective Affiliates) requesting such registration pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such underwritten offering shall be equal to registration by such Holders, without exceeding the approximate number Maximum Number of shares stated in such managing underwriter’s letterSecurities.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of the securities so being registered, whether or not for sale for the account of which the Company, the Holders and any other persons intend to include in such registration exceeds the number which would have an adverse effect on such offering, including the price at which such securities can be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform sold, the Company and holders of the Registrable Securities requesting will include in such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, all the number of such Registrable Securities so requested securities the Company proposes to be included in the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders sell for its own account, and (ii) second, shares the number of such other securities so Registrable Securities requested to be included in such registration by the Holders, which number, in the opinion of such underwriters, can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among all such requesting Holders and by the holders of such other securitiesRegistrable Securities ("Purchaser Registrable Securities") as defined in the Registration Rights Agreement dated October 26, so that 1999 among the resultant aggregate Company and the Purchasers (the "Purchasers") named therein on the basis of the relative number of such shares of Registrable Securities and of such other shares of securities so each Holder and Purchaser Registrable Securities each Purchaser has requested to be included which are in such registration, and (iii) third, the number of Registrable Securities requested to be included in such underwritten offering shall registration by persons other than Holders and Purchasers, which number, in the opinion of such underwriters, can be equal sold without having the adverse effect referred to above, such amount to be allocated pro rata among all such requesting other persons on the approximate basis of the relative number of shares stated of Registrable Securities and other securities each such other person has requested to be included in such managing underwriter’s letterregistration."

Priority in Incidental Registrations. If (i) a registration the book-runner selected by the Company for an underwritten offering pursuant to this Section 3.2 involves an underwritten offering 3 advises the Company in writing that, in its opinion, the number or amount of the securities so being registered, whether or not for sale for the account of (including all Registrable Securities) which the Company, the Holders and any other persons intend to include in such registration exceeds the largest number or amount of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the number or amount of such securities to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for included in such a transaction registration shall be reduced to such extent, and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting will include in such registration by letter such maximum number or amount of its belief that securities as follows: (i) During the distribution of all or a specified number of such Registrable Securities concurrently with six-month period following the Closing Date, (A) first, there shall be included the securities being distributed initially proposed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedincluded in such registration for its own account, exclude from such underwritten offering (if and B) second, to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, that the number or amount of securities which the Company proposes to sell for its own account is less than the number or amount of securities that the Company has been advised by the book-runner selected by the Company can be sold in such offering without adverse effect on the offering, there shall be included in such registration all Registrable Securities so requested to be included in such registration by the Holders, but only to the extent such adverse effect shall be avoided, and such securities of such Holders shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Securities requested to be included in such registration statement, and (C) third, to the extent that the number of securities which the Company proposes to include for its own account and the Holders propose to include in such registration is less, in the aggregate, than the number of securities which the Company has been advised by its book-runner can be sold in such offering without having the adverse effect referred to above, there shall be included all other securities (other than Registrable Securities) requested to be included in such registration by holders other than the Holders, but only to the extent such adverse effect shall be avoided, and such securities of such holders shall be allocated pro rata among such holders on the basis of the relative number or amount of such securities then held by each such holder; PROVIDED that any such number or amount thereby allocated to each such Holder or holder that exceeds such Holder's or holder's request shall be reallocated among the remaining requesting Holders or holders, as the case may be, in like manner or amount of such securities then held by each such Holder or holder; and (ii) During the period following the date that is six-months after the Closing Date, (A) first, the securities to be included in such registration shall be allocated pro rata among the securities initially proposed by the Company to be included in such registration for its own account and the number of Registrable Securities initially requested to be included in such registration by such holders and (ii) secondthe Holders, shares on the basis of such other the relative number or amount of the securities so requested to be included in such registration by the holders Company, on the one hand, and by each such Holder (such Registrable Securities to be so included shall be allocated pro rata among the Holders on the basis of such other securities, so that the resultant aggregate relative number of such Registrable Securities then held by each such Holder), on the other hand, and of such other shares (B) second, to the extent that the number or amount of securities so which the Company, for its own account, and the Holders propose to sell pursuant to Section 3(a) hereof is less than the number or amount of securities which the Company has been advised by its book-runner can be sold in such offering without having the adverse effect referred to above, then there shall be included in such registration statement all other securities (other than Registrable Securities) requested to be included which are included in such underwritten offering registration by holders other than the Holders, but only to the extent such adverse effect shall be equal to avoided, and such securities of such holders shall be allocated pro rata among such holders on the approximate basis of the relative number or amount of shares stated in such managing underwriter’s lettersecurities then held by each such holder.

Priority in Incidental Registrations. If (i) a registration pursuant to ------------------------------------ this Section 3.2 3.11 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform advises the Company and holders in writing that, in its opinion, the number of the Registrable Securities requesting securities requested to be included in such registration by letter of its belief that exceeds the distribution of all or a specified number of which can be sold in such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with offering, so as to be likely to have an adverse effect on the successful marketing of such offering (including the price at which such securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may can be distributed without such effectsold), then the Company maywill include in such registration, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, of the number of such Registrable Securities so (and shares of Common Stock held by other Persons with similar registration rights) requested to be included in such registration which, in the registration opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities (and such shares of Common Stock) which the Stockholders (and such other Persons) have requested to be included in such registration, such amount to be allocated pro rata among all requesting Stockholders (and such holders other Persons) on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate relative number of shares stated of Registrable Securities then held by each such Stockholder (or shares of Common Stock then held by such other Person) (provided that any shares thereby allocated to any such Stockholder (or such other Person) that exceed such Stockholder's (or such other Person's) request will be reallocated among the remaining requesting Stockholders (and such other Persons) in such managing underwriter’s letterlike manner; provided, however that nothing contained in this Section 3.11(c) shall cause a reduction in the number of shares of Common Stock that the Company is seeking to sell pursuant to a registration statement for a primary offering of shares of Common Stock).

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3(a) (other than a Demand Registration or S-3 Registration, it being understood the priority for such registrations is set forth in Section 4(d)) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction Underwritten Offering and (ii) the managing underwriter of such underwritten offering shall inform or underwriters advise the Company and holders in writing that, in its or their opinion, the total number of shares of Common Stock to be included in such registration, including the Registrable Securities requesting such registration by letter of its belief that requested to be included pursuant to this Section 3, exceeds the distribution of all or a specified maximum number of such Registrable Securities concurrently with shares of Common Stock specified by the securities being distributed by such managing underwriter or underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which that may be distributed without materially and adversely affecting the price, timing or distribution of such effect)shares of Common Stock, then the Company mayshall include in such registration only such maximum number of Registrable Securities which, upon written notice to all holders in the reasonable opinion of such Registrable Securities and to holders underwriter or underwriters, can be sold in the following order of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) priority: (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis all of the number shares of such securities requested Common Stock that the Company proposes to be included by such holders sell for its own account, if any, and (ii) second, shares of such other securities so the Registrable Securities that are requested to be included in such Incidental Registration by the holders of such other securitiesRegistrable Securities. To the extent that shares of Common Stock to be included in the Incidental Registration must be allocated among the holder(s) of Registrable Securities pursuant to clause (ii) above, so that such shares shall be allocated pro rata among the resultant aggregate applicable holder(s) of Registrable Securities based on the number of shares of Common Stock that such holder(s) of Registrable Securities and of such other shares of securities so shall have requested to be included which are included therein. Notwithstanding the foregoing, if an Incidental Registration is an Underwritten Offering, the managing underwriter or underwriters may select shares of Common Stock for inclusion, or exclude shares in part or completely, in such underwritten offering shall Incidental Registration on a basis other than a pro rata basis if, in the reasonable opinion of such underwriter or underwriters, selection on such other basis, or inclusion of such shares, would be equal material to the approximate number success of shares stated in such managing underwriter’s letterthe offering.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2(a) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform advises the Company and holders in writing that, in its opinion, the total number of shares of Common Stock to be included in such registration, including the Registrable Securities requesting such registration by letter of its belief that requested to be included pursuant to this Section 2, exceeds the distribution of all or a specified maximum number of such Registrable Securities concurrently with shares of Common Stock specified by the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which managing underwriter that may be distributed without adversely affecting the price, timing or distribution of such effect)shares of Common Stock, then the Company mayshall include in such registration only such maximum number of Registrable Securities which, upon written notice to all holders in the reasonable opinion of such Registrable Securities and to holders underwriter or underwriters, can be sold in the following order of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) priority: (i) first, all of the number shares of such Common Stock that the Company proposes to sell for its own account, if any; (ii) second, all of the shares of Common Stock being registered by holder(s) of Registrable Securities so pursuant to a Demand Registration; and (iii) third, the Registrable Securities of the holder(s) of Registrable Securities requested to be included in such Incidental Registration. To the registration extent that shares of Common Stock to be included in the Incidental Registration must be allocated among the holders(s) of Registrable Securities pursuant to clause (iii) above, such shares shall be allocated pro rata among such holders the holders(s) of Registrable Securities based on the basis of the number of shares of Common Stock that such securities holders(s) of Registrable Securities shall have requested to be included by therein. Notwithstanding the foregoing, if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares for inclusion, or exclude shares completely, in such holders and (ii) secondIncidental Registration on a basis other than a pro rata basis if, shares in the reasonable opinion of such underwriter or underwriters, selection on such other securities so requested to be included by the holders basis, or inclusion of such other securitiesshares, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to would be included which are included in such underwritten offering shall be equal material to the approximate number success of shares stated in such managing underwriter’s letterthe offering.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of securities requested to be included in such Registrable Securities concurrently with registration exceeds the securities being distributed by number which can be sold in (or during the time of) such underwriters would interfere with offering within a price range acceptable to the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect)Company, then the Company mayshall include in such registration, upon written notice to the extent of the number which the Company is so advised can be sold in (or during the time of) such offering, securities requested to be included in such registration in the following priority: (i) if such underwritten offering is for the account of the Company: (A) first, all holders of such securities proposed by the Company to be sold for its own account; (B) second, the Registrable Securities and to holders of such other securities so DEEP Registrable Securities requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among the holders of Registrable Securities and the DEEP Holders requesting such holders inclusion on the basis of the number of such securities so proposed to be sold and so requested to be included; and (C) third, all other securities of the Company requested to be included by in such holders and (ii) second, shares registration pro rata on the basis of the number of such other securities so proposed to be sold and so requested to be included by included; (ii) if such underwritten offering is for the account of DEEP Holders pursuant to Section 2.2 of the DEEP Registration Rights Agreement: (A) first, all DEEP Registrable Securities requested to be included; (B) second, the Registrable Securities requested to be included, pro rata among the holders thereof on the basis of such other securities, so that the resultant aggregate number of such Registrable Securities securities so proposed to be sold and of such other shares of securities so requested to be included which are included; and (C) third, all other securities of the Company requested to be included in such registration pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included; and (iii) if such underwritten offering shall is not covered by clause (i) or (ii) of this Section 2.2(b): (A) first, the Registrable Securities and DEEP Registrable Securities requested to be equal to included, pro rata among the approximate holders of Registrable Securities and the DEEP Holders requesting such inclusion on the basis of the number of shares stated such securities so proposed to be sold and so requested to be included; and (B) second, all other securities of the Company requested to be included in such managing underwriter’s letterregistration pro rata on the basis of the number of such securities so proposed to be sold and so requested to be included.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3(a) (other than a Demand Registration or S-3 Registration, it being understood the priority for such registrations is set forth in Section 4(d)) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction Underwritten Offering and (ii) the managing underwriter of such underwritten offering shall inform or underwriters advise the Company and holders in writing that, in its or their opinion, the total number of shares of Common Stock to be included in such registration, including the Registrable Securities requesting such registration by letter of its belief that requested to be included pursuant to this Section 3, exceeds the distribution of all or a specified maximum number of such Registrable Securities concurrently with shares of Common Stock specified by the securities being distributed by such managing underwriter or underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which that may be distributed without materially and adversely affecting the price, timing or distribution of such effect)shares of Common Stock, then the Company mayshall include in such registration only such maximum number of Registrable Securities which, upon written notice to all holders in the reasonable opinion of such Registrable Securities and to holders underwriter or underwriters, can be sold in the following order of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) priority: (i) first, all of the number shares of such Common Stock that the Company proposes to sell for its own account, if any, (ii) second, the Registrable Securities so of BRS and Jefferies, and (iii) third, the Registrable Securities of any of the Management Investors and any other holder of Registrable Securities that are requested to be included in such Incidental Registration. To the registration extent that shares of Common Stock to be included in the Incidental Registration must be allocated among the holder(s) of Registrable Securities pursuant to clause (ii) or clause (iii) above, such shares shall be allocated pro rata among such holders the applicable holder(s) of Registrable Securities based on the basis of the number of shares of Common Stock that such securities holder(s) of Registrable Securities shall have requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s lettertherein.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 3(a) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform advises the Company and holders in writing that, in its opinion, the total number of shares of Common Stock to be included in such registration, including the Registrable Securities requesting such registration by letter of its belief that requested to be included pursuant to this Section 3, exceeds the distribution of all or a specified maximum number of such Registrable Securities concurrently with shares of Common Stock specified by the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which managing underwriter that may be distributed without adversely affecting the price, timing or distribution of such effect)shares of Common Stock, then the Company mayshall include in such registration only such maximum number of Registrable Securities which, upon written notice to all holders in the reasonable opinion of such Registrable Securities and to holders underwriter or underwriters, can be sold in the following order of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) priority: (i) first, all of the number shares of such Common Stock that the Company proposes to sell for its own account, if any, (ii) second, the Registrable Securities so of Spectra-Physics USA and its affiliates requested to be included in such Incidental Registration, (iii) third, the registration pro rata Registrable Securities of the other holder(s) of Registrable Securities requested to be included in such Incidental Registration provided that such amount shall be allocated among such holders on the a pro rata basis based upon their respective percentage of ownership of the total number of such securities shares of Common Stock then outstanding and (iv) the shares of Common Stock that other holders of Common Stock have requested to be included by in such Incidental Registration provided that such amount shall be allocated among such holders and (ii) second, shares on a pro rata basis based upon their respective percentage of such other securities so requested to be included by ownership of the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate total number of shares stated of Common Stock then outstanding. Notwithstanding the foregoing, if an Incidental Registration is an underwritten offering, the managing underwriter or underwriters may select shares for inclusion, or exclude shares completely, in such managing underwriter’s letter.Incidental Registration on a basis other than

Priority in Incidental Registrations. If (i) With respect to Incidental Registrations that do not involve a Demand Registration which is covered by Section 4 below, if a registration pursuant to this Section 3.2 3(a) involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform advises the Company and holders in writing that, in its opinion, the total number of shares of Common Stock to be included in such registration, including the Registrable Securities requesting such registration by letter of its belief that requested to be included pursuant to this Section 3, exceeds the distribution of all or a specified maximum number of such Registrable Securities concurrently with shares of Common Stock specified by the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which managing underwriter that may be distributed without adversely affecting the price, timing or distribution of such effect)shares of Common Stock, then the Company mayshall include in such registration only such maximum number of Registrable Securities which, upon written notice to all holders in the reasonable opinion of such Registrable Securities and to holders underwriter or underwriters, can be sold in the following order of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) priority: (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis all of the number shares of such securities requested Common Stock that the Company proposes to be included by such holders sell for its own account, if any, and (ii) second, shares the Registrable Securities of such other securities so the holder(s) of Registrable Securities requested to be included by in such Incidental Registration. To the holders extent that shares of Common Stock to be included in the Incidental Registration must be allocated among the holders(s) of Registrable Securities pursuant to clause (ii) above, such other securities, so that shares shall be allocated pro rata among the resultant aggregate holders(s) of Registrable Securities based on the number of shares of Common Stock that such holders(s) of Registrable Securities and of such other shares of securities so shall have requested to be included which are included in such underwritten offering shall be equal to therein. Notwithstanding the approximate number of shares stated in such managing underwriter’s letter.foregoing,

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 1.2 involves an underwritten offering and the managing underwriter advises the Company that, in its opinion, the number of shares of Common Stock (including all Registrable Securities) which the securities so being registeredCompany, whether Artal and its Assignees and any other stockholders propose to include in such registration exceeds the largest number of shares which can be sold without having an adverse effect on such offering, including the price at which such shares can be sold, the Company will include in such registration up to such maximum number of shares (i) first, all the shares the Company initially proposes to sell for its own account, or not for sale for the account of a demanding shareholder, pursuant to a demand registration right granted after the Companydate hereof as the case may be, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) second, to the managing underwriter extent that the number of such underwritten offering shall inform shares referred to in clause (i) is less than the number of shares which the Company and holders of has been advised can be sold in such offering without having the adverse effect referred to above, all Registrable Securities requesting requested to be included in such registration by letter Artal and its Assignees pursuant to Section 1.2(a), Bermore (to the extent permitted by and accordance with its incidental registration rights contained in Annex A to the Bermore Agreement), or by any other stockholder of its belief securities entitled to elect and electing to register securities pursuant to any other registration rights 7 38 agreement to which the Company is a party, provided that if the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedincluded in such registration by Artal, exclude from its Assignees, Bermore and such underwritten offering (if and other stockholders, together with the number of securities which the Company proposes to the extent stated by such managing underwriter sell for its own account to be necessary included in such registration pursuant to eliminate such effect) clause (i) firstof this Section exceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Securities so requested to be included in the such registration shall be limited to such extent and shall be allocated pro rata first among Artal and its Assignees requesting such holders registration pursuant to Section 1.2(a) and Bermore (to the extent permitted by and in accordance with its incidental registration rights contained in Annex A to the Bermore Agreement) and second among all Other Holders on the basis of the relative number of such securities requested to be included by in such holders registration, and (ii) secondprovided further, shares of however, that the provisions regarding priorities contained in registration rights agreements to which stockholders other than Artal and its Assignees or Bermore are parties shall control the relative priorities among such other securities so requested to be included by stockholders; provided further, that application of the holders preceding proviso shall not, in any manner, adversely affect or prejudice Artal's or Bermore's registration priority or other rights in respect of any such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterRegistration Statement.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (either because the Company has not been requested so to include such Registrable Securities pursuant to Section 2.4(b) or, if requested to do so, is not obligated to do so under Section 2.4(b), and (iiiii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedSecurities, exclude from such underwritten offering reduce PRO RATA (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number which shall have been requested by each holder of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, Registrable Securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering registration shall be equal to the approximate number of shares stated in such managing underwriter’s 's letter.

Priority in Incidental Registrations. If (i) a registration Registration pursuant to this Section 3.2 2.2 involves an underwritten offering and the managing underwriter advises the Company that, in its good faith view, the number of the equity securities so being registered, whether or not for sale for the account of (including all Registrable Securities) which the Company, the Holders and any other Persons intend to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for include in such a transaction and (ii) Registration exceeds the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may can be distributed without such effect)sold, then the Company may, upon written notice to all holders of will include in such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) Registration (i) first, securities that the number of such Registrable Securities so requested Company proposes to be included in the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders issue and sell for its own account, (ii) second, shares Registrable Securities proposed to be registered by holders of Series D Shares, pro rata based on the number of Registrable Securities to be registered by each such holder, (iii) third, Registrable Securities proposed to be registered by the Holders thereof, pro rata based on the number of Registrable Securities to be registered by each such Holder, and (iv) fourth, all other securities so requested proposed to be included registered by the holders of such other securitiesthereof, so that pro rata based on the resultant aggregate number of securities proposed to be registered by each such Person; provided, however, that in no event shall the amount of Registrable Securities and of the Requisite Series D Holders included in any such other shares Registration be reduced below twenty-five percent (25%) of the total amount of securities so requested to be included which are included in such underwritten offering shall be equal to Registration unless such Requisite Series D Holders have requested registration of less than twenty-five percent (25%) of the approximate number total amount of shares stated securities included in such managing underwriter’s letterRegistration, unless such Registration is the Initial Public Offering, in which case, the amount of Registrable Securities of the Requisite Series D Holders included in any such Registration may be reduced below twenty-five percent (25%) of the total amount of securities included in such Registration.

Priority in Incidental Registrations. If (i) In a registration pursuant to this Section 3.2 involves 2.2 involving an underwritten offering of the securities so being registeredoffering, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) if the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of securities requested by stockholders to be included in such Registrable Securities concurrently registration would substantially interfere with its ability to effect such offering in accordance with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters intended method thereof (such writing letter to state the basis of such belief and the approximate number of such Registrable Securities which securities that may be distributed without such effect), then the Company may, upon written notice to all holders of such securities, reduce the number of Registrable Securities and to holders of such other securities so requested to be included, exclude from included in such underwritten offering registration (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) and, if such reduction is not sufficient to eliminate such effect, then reduce pro rata (iif and to the extent stated by such managing underwriter to be necessary to eliminate such effect) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included registered by the holders of the Registrable Securities, on the one hand, and the holders of other securities of the Company (whether issued before or after the date hereof), on the other hand, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by the holders thereof participating in such registration, on the one hand, and the amount of other securitiessecurities of the Company owned by the holders thereof participating in such registration, on the other hand, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering registration shall be equal to the approximate number of shares stated in such managing underwriter’s 's letter; provided, however, that to the extent the Company has granted "piggyback" registration rights to other holders of its securities prior to the date hereof and such registration rights do not permit the Company to comply with this provision, in the reasonable opinion of the Company's counsel, to the extent such holders request registration of their securities, the Company will use its best commercially reasonable efforts to achieve as close a result as is possible to that intended by this Section 2.2(b) without breaching such other agreements. The number of securities to be included in such registration by the holders of Registrable Securities shall be apportioned among all holders thereof participating in the registration in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each holder thereof or as they may otherwise agree. The number of securities to be included in such registration by the holders of other securities of the Company shall be apportioned among all holders thereof participating in the registration in proportion (as nearly as practicable) to the amount of other securities owned by each holder thereof or as they may otherwise agree.

Priority in Incidental Registrations. If (iThe Company shall use commercially reasonable efforts to cause the managing underwriter(s) of a registration pursuant to this Section 3.2 involves an proposed underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the permit Investors that hold Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such who have requested to include Registrable Securities concurrently with the securities being distributed by in such underwriters would interfere with the successful marketing of the securities being distributed by offering to include in such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to offering all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such underwritten offering have informed the Company that in its good faith opinion the total number or dollar amount of securities that such Investors and the Company intend to include in such offering is such as to adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows, unless the underwriters require a different allocation: first, all securities of the Company requested to be included by the Company in such registration; second, all securities of the Company requested to be included by any Investor pro rata among such Investors on the basis of the percentage of Registrable Securities requested to be included in such registration by such Investors, and; third, all securities of the Company requested to be included by holders of Registrable Securities (other than the Investors) requesting such registration pro rata among such holders on the basis of the number percentage of such securities the Registrable Securities requested to be included in such registration by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterholders.

Priority in Incidental Registrations. If (i) a registration ------------------------------------ pursuant to this Section 3.2 section 13.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (either because the Company has not been requested so to include such Registrable Securities pursuant to section 13.4(b) or, if requested to do so, is not obligated to do so under section 13.4(b)), and (iiiii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently Concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be includedSecurities, exclude from such underwritten offering reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number which shall have been requested by each holder of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, Registrable Securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering registration shall be equal to the approximate number of shares stated in such managing underwriter’s 's letter.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2(b) involves an underwritten offering (other than in the case of a registration under Section 2(a)), and the managing underwriter shall advise the Company in writing, that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size, (1) first, the securities so being registeredproposed to be issued by the Company, whether or not for sale (2) second, all Registrable Securities proposed to be registered for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction Stockholders and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration such registration, pro rata among such holders on the basis of in accordance with the number of Registrable Securities proposed to be registered by such securities Stockholders and (3) third, all Common Shares and CVRs proposed to be registered for the account of other Persons, if any, having registration rights granted after the date hereof and requested to be included in such registration (whether or not such request arises from a demand registration right granted to such person), pro rata in accordance with the number of Common Shares and CVRs proposed to be registered by such holders other Persons, or otherwise allocated among such Persons in such proportion as such Persons and the Company shall agree. Notwithstanding the foregoing, after the 18 month anniversary of the Closing Date, the Persons referred to in clauses (2) and (ii3) second, shares shall include Common Shares and CVRs in any registration pursuant to this Section 2(b) pro rata in accordance with the number of such other securities so Common Shares and CVRs requested to be included in such registration by all such Persons; provided that if, after such 18 month anniversary, a request pursuant to this Section 2(b) occurs in respect of an underwritten offering made at the request of any other Person pursuant to registration rights granted to such Person after the date hereof in connection with the issuance by the holders Company of such other securities, so that and the resultant aggregate managing underwriter has advised the Company in writing, that, in its opinion, the number of securities requested and otherwise proposed to be included in such Registrable Securities registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size, (1) first, the securities proposed to be registered by such Person and (2) second, all Common Shares and CVRs proposed to be registered for the account of such other shares of securities so Persons (including the Stockholders), if any, requested to be included which are included in such underwritten offering shall registration pro rata in accordance with the numbers of other securities proposed to be equal to registered by the approximate number of shares stated other Persons or otherwise allocated among such other Persons in such managing underwriter’s letterproportion as such holders and the Company shall agree.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such the underwritten offering contemplated by this Section 2.2 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in such registration exceeds the number which can be sold in such offering, then the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT - Page 3 (Take-Two Interactive Software, Inc.) and securities of other selling security holders requested to be included in such registration pro rata among such holders on the basis of the number of shares of such securities so proposed to be sold and so requested to be included; provided, however, the holders of Registrable Securities shall have priority to all shares sought to be included by such holders officers and (ii) second, shares directors of such other securities so requested to be included by the Company as well as holders of such other securities, so ten percent (10%) or more of the Company's Common Stock; and provided further that in the event the managing underwriter determines that the resultant aggregate number Company register securities solely for its own account, and not for the account of such any selling shareholders, the Registrable Securities and of such other shares of securities so requested to will not be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letterregistration statement.

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities so being registered, whether or not for sale for the account of offered in such offering as contemplated by the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of will include in such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) registration (i) first, 100% of the number of such Registrable Securities so requested securities proposed to be included in sold by the Company and, if such registration pro rata was initiated pursuant to a "demand" registration right granted pursuant to the Stockholders' Agreement dated April 1, 1998 among the Company, the Parent and Corning Incorporated (the "CORNING STOCKHOLDERS' AGREEMENT"), the parties exercising such holders on the basis of the number of such securities requested to be included by such holders right and (ii) second, shares to the extent of such other the number of securities so requested to be included by in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of securities which the Holders (which term, for the purposes of this paragraph, shall include other holders of such other securities, so that Common Stock having similar "incidental" or "piggyback" registration rights under the resultant aggregate number of such Registrable Securities and of such other shares of securities so Corning Stockholders' Agreement) have requested to be included which are included in such underwritten offering shall registration, such amount to be equal to allocated pro rata among all requesting Holders on the approximate basis of the relative number of shares stated securities then held by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in such managing underwriter’s letterlike manner).

Priority in Incidental Registrations. If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such any underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief opinion that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so securities requested to be included in such registration would materially adversely affect such offering, and the Company has so advised the Piggy-Back Requesting Holders in writing, then the Company will include in such registration, to the extent of the number and type that the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, any securities initially proposed to be registered by the Company for the accounts of other Persons pursuant to the exercise of demand registration rights if such securities must be included to prevent a breach of this Agreement or any applicable registration rights agreement between the Company and such other Person, but only to the extent required by this Agreement or such agreement, third, Registrable Securities requested to be included in such registration pursuant to this Agreement and securities registrable under the S-O Registration Rights Agreement pro rata among such holders PiggyBack Requesting Holders and S-O on the basis of the number of such securities requested shares held by each Piggy-Back Requesting Holder and S-O at the time the registration becomes effective provided, that as to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and other Securities described in clause, third, if securities are being offered for the account of other persons or entities in addition to the Company, such reduction shall not represent a greater proportion of the number of securities intended to be offered by holders of Registrable Securities than the proportion of similar reductions imposed on such other shares persons or entities of the amount of securities so requested they intend to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letteroffer.