Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration (including any Underwritten Offering securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities Shares requested to be sold for registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the account of any Person (including the Company) other than the Requesting Holders shall Registrable Shares to be included in a the Demand Registration; provided that securities to be sold , except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and advise the Company in writing (or, that in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration by (ii) exceeds the aggregate number of Registrable Securities Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that all Requesting Holders would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first, the Registrable Shares requested to be included in such Demand Registration; provided, however, that if, as a result pro rata among the respective Holders of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities Shares on the basis of the class or series that total number of Registrable Shares beneficially owned by each such Holder had Holder, and (B) second, all other securities requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities included in such registration or may reduce Demand Registration to the number extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first, the securities the Company proposed to sell; (2) second, the Registrable Shares requested to be included; providedincluded in such Demand Registration, however, that (a) pro rata among the respective Holders of such request must be made in writing prior to Registrable Shares on the earlier basis of the execution total number of the underwriting agreement, if any, or the execution of the custody agreement with respect to Registrable Shares beneficially owned by each such registration, if anyHolder, and (b3) third, all other securities requested to be included in such withdrawal or reduction shall be irrevocableDemand Registration to the extent permitted hereunder.

Priority on Demand Registrations. With respect to any If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (including any Underwritten Offering such underwriter to be chosen by Holders of a majority of the Registrable Securities pursuant to a Demand Registration)included in such registration, subject to Article III, no securities to be sold for the account of any Person (including the Company’s reasonable approval) other than advises the Requesting Holders shall be included Company, in a Demand Registration; provided that writing, that, in its good faith judgment, the number of securities requested to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration ifregistration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, and only if, the managing underwriter advises the Requesting Holders and then the Company will include in writing (or, in any such registration the case maximum number of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event shares that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to Company can be included sold in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be offering allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing as follows: (i) first, the number of Registrable Securities that each such Holder requested to be included in such Demand Registration registration by (ii) the aggregate number initiating Holders and securities of other Holders of Registrable Securities that and holders of Registrable Securities (as defined in the DB Holdings Registration Rights Agreement), with all Requesting Holders such securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the Company proposes to sell together with such additional securities to be included on a pro rata basis (or in such Demand Registration; providedother proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by such Holders because of allocations required by this section, however, that if, as a result of such proration, any Requesting Holder initiating Holders shall not be entitled deemed to include in have exercised a registration all Registrable Securities Demand Registration for purposes of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableSection 2(b).

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, further, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to The Company will not include in any Demand Registration (including any Underwritten Offering securities which are not Registrable Securities without the written consent of the holders of a majority of the Registrable Securities requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities pursuant and, if permitted hereunder, other securities requested to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration ifoffering exceeds the number of Registrable Securities and other securities, and only ifif any, which can be sold therein without adversely affecting the marketability of the offering, the managing underwriter advises the Requesting Holders and the Company shall include in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which in the opinion of such securities shall not underwriters can be sold without adversely affect affecting the price or success marketability of the offering by offering, pro rata among the Requesting Holders (an “Adverse Effect”). Furthermore, in respective holders thereof on the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that basis of the amount of Registrable Securities proposed owned by each such holder. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registration. In the event the Company shall not, by virtue of this paragraph 2(d), include in any Demand Registration all of the Registrable Securities of any holder of Registrable Securities requesting to be included in such Demand Registration by Registration, such holder may, upon written notice to the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account Company given within five days of the Company or any Ten Percent Holder pursuant time such holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the immediately preceding sentence) Registrable Securities, if any, it desires to cause an Adverse Effect, have included will be so included and the number holders of Registrable Securities not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to any If a Demand Registration (including any is an Underwritten Offering of Registrable Securities pursuant to a Demand Registration)and the managing underwriters, subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders which shall be included in a Demand Registration; provided that securities to be sold for the account of one (1) or more nationally recognized investment banks selected by the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, reasonably acceptable to the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case holders of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success majority of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Investor Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on Registration, advise the percentage derived by dividing (i) Company in writing that they have determined in good faith that the number of Registrable Securities that each such Holder and, if permitted hereunder, other securities requested to be included in such Demand Registration by (ii) offering exceeds the aggregate number of Registrable Securities that all Requesting Holders and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering or the trading price of the Common Stock, the Company shall include in such registration (i) first, the quantity of Investor Registrable Securities requested to be included in such Demand Registration; provided, however, that if, as a result pro rata among the respective holders thereof on the basis of such proration, any Requesting Holder shall not be entitled to include in a registration all the number of Investor Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities included in such registration by each such holder, (ii) second, securities to be sold by the Company for its own account, to the extent that in the opinion of such underwriters such securities can be sold without adversely affecting the marketability of the offering or may reduce the number trading price of the Common Stock, (iii) third, other Registrable Securities requested to be included; provided, however, that (a) such request must be made included in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if anywhich in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering or the trading price of the Common Stock, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration, and (biv) fourth, other securities requested to be included in such withdrawal registration, which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering or reduction shall the trading price of the Common Stock, pro rata among the respective holders thereof on the basis of the number of shares requested to be irrevocableincluded in such registration by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s or its Subsidiaries’ expense must pay their share of the Registration Expenses.

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration (including any Underwritten Offering securities which are not Registrable Securities or HOVRS Registrable Securities without the prior receipt of Majority Clearlake Investor Approval. If a Demand Registration is an underwritten offering and the managing underwriter(s) advises the Company that in its opinion the number of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of HOVRS Registrable Securities proposed and, if permitted hereunder, other securities, requested to be included in such Demand Registration by offering exceeds the Requesting Holders is sufficiently large (even after exclusion number of all securities proposed to Registrable Securities and other securities, if any, which can be sold for therein without adversely affecting the account marketability of the offering, then the Company or any Ten Percent Holder pursuant shall include in such registration, (a) prior to the immediately preceding sentence) to cause an Adverse Effectinclusion of any securities that are not Registrable Securities or HOVRS Registrable Securities, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of and HOVRS Registrable Securities that each such Holder requested to be included in such Demand Registration by offering that, in the opinion of such managing underwriter, can be sold without adversely affecting the marketability of the offering, pro rata (ii) based on the aggregate number of shares requested to be registered) among the respective holders thereof, provided that if the number of securities that are Registrable Securities and HOVRS Registrable Securities that all Requesting Holders are included in such offering are less than 75% of the number of securities that are Registrable Securities and HOVRS Registrable Securities requested to be included in such Demand Registration; providedoffering, however, that if, as a result of such proration, any Requesting Holder offering shall not be entitled to include in a registration all Registrable Securities count for purposes of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce calculating the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if anyLong-Form Registrations initiated by a Majority Clearlake Investor, and (b) only then securities that are not Registrable Securities or HOVRS Registrable Securities, if the managing underwriter(s) has advised that such withdrawal or reduction shall securities may be irrevocableincluded.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of If a Demand Registration not being underwrittenthat is an Underwritten Offering or an underwritten primary registration pursuant to Section 2(j) in each case includes securities for sale by the Company, and the Requesting Holders determine Managing Underwriter advises the Company, in writing, that, in its good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effectjudgment, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder securities requested to be included in such Demand Registration by (ii) registration exceeds the aggregate number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the Managing Underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; providedregistration by the initiating Holders and securities of other Holders of Registrable Securities and holders of Registrable Securities (as defined in the Investor Rights Agreement and in the Rhino Registration Rights Agreement), howeverwith all such securities to be included on a pro rata basis (or in such other basis mutually agreed among such Holders and such other holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that ifany other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, as the securities that the Company proposes to sell together with such additional securities to be included on a result pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by such prorationHolders because of allocations required by this section, any Requesting Holder such initiating Holders shall not be entitled deemed to include in have exercised a registration all Registrable Securities Demand Registration for purposes of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableSection 2(c).

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of If a Demand Registration not being underwrittenthat is an Underwritten Offering or an underwritten primary registration pursuant to Section 2(j) in each case includes securities for sale by the Company, and the Requesting Holders determine Managing Underwriter advises the Company, in writing, that, in its good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effectjudgment, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder securities requested to be included in such Demand Registration by (ii) registration exceeds the aggregate number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company will include in any such registration the maximum number of shares that the Managing Underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; providedregistration by the initiating Holders and securities of other Holders of Registrable Securities and holders of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement and in the Rhino Registration Rights Agreement), howeverwith all such securities to be included on a pro rata basis (or in such other basis mutually agreed among such Holders and such other holders) based on the amount of securities requested to be included therein and (ii) second, to the extent that ifany other securities may be included without exceeding the limitations recommended by the underwriter as aforesaid, as the securities that the Company proposes to sell together with such additional securities to be included on a result pro rata basis (or in such other proportion mutually agreed upon among the Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by such prorationHolders because of allocations required by this section, any Requesting Holder such initiating Holders shall not be entitled deemed to include in have exercised a registration all Registrable Securities Demand Registration for purposes of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableSection 2(c).

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article IIIa) [Intentionally Omitted] (b) From and after the Cut-off Date, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders Trust or a Holder shall be included in a Demand Registration; provided Registration for an Underwritten Offering pursuant to Section 4.1 hereof or a demand registration for an Underwritten Offering under Section 4.1 of the Investor Registration Agreement if the managing underwriter of the Underwritten Offering relating thereto advises the Company, the Trust or the Holders participating therein in writing that the total amount of Registrable Securities and other securities requested to be sold for the account of registered thereunder, together with such other securities that the Company and any Ten Percent Holder may Other Stockholders propose to include in such registration, is such as to adversely affect the successful marketing (including the pricing) of the securities included in such registration. If such managing underwriter provides such advice, then the Company shall include in such registration Registrable Securities requested to be included therein and other securities requested to be included therein of Other Stockholders, including the Holders, subject to the provisions of this Section 4.4(b), up to the full amount (such amount the “Capacity”) that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the securities included in such registration. If the number of shares to be included in any such registration is less than the aggregate number of Registrable Securities requested by the Trust and other shares of New Common Stock requested by the Holders and Other Stockholders to be included therein, then the shares of New Common Stock to be included in such registration shall be allocated among the Trust and such participating Holders and Other Stockholders as follows: (i) if such Demand Registration if, and only ifis an Exclusive Trust Registration made hereunder, the managing underwriter advises Company shall include in such registration: (1) first, up to the Requesting full amount of Trust Shares of the Trust requested to be included in such Exclusive Trust Registration by the Trust; (2) second, up to the full amount of Qualified Holder Registrable Securities requested to be included therein allocated pro rata among the Holders participating in such Exclusive Trust Registration, on the basis of the number of Qualified Holder Registrable Securities requested to be included therein by each such Holder; (3) third, up to the full amount of any other Holder Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Exclusive Trust Registration, on the basis of the number of Holder Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in such Exclusive Trust Registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Exclusive Trust Registration by the Other Stockholders (other than the Holders) in accordance with the priorities, if any, then existing among the Company and the Company Other Stockholders (other than the Holders) so that the total amount of securities to be included in writing (orsuch Exclusive Trust Registration is the Capacity, provided, that the participating Holders shall be allowed to include in the case aggregate a minimum number of shares of New Common Stock in the Exclusive Trust Registration equal to the lesser of (x) 25% of the Capacity of the Exclusive Trust Registration and (y) the number of shares of Qualified Holder Registrable Securities they request to include in such Exclusive Trust Registration; (ii) if such demand registration is an Exclusive Holder Registration, the Company shall include in such registration: (1) first, up to the full amount of Qualified Holder Registrable Securities requested to be included therein allocated pro rata among the Holders participating in such Exclusive Holder Registration, on the basis of the number of Qualified Holder Registrable Securities requested to be included therein by each such Holder; (2) second, up to the full amount of Trust Shares of the Trust requested to be included in such Exclusive Holder Registration by the Trust; (3) third, up to the full amount of any other Holder Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Exclusive Holder Registration, on the basis of the number of Holder Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the Exclusive Holder Registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Exclusive Holder Registration by the Other Stockholders (other than the Holders) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Holders) so that the total amount of securities to be included in such Exclusive Holder Registration is the Capacity; provided that the Trust shall be allowed to include in the Exclusive Holder Registration a minimum number of shares of New Common Stock equal to the lesser of (x) 25% of the Capacity of the Exclusive Holder Registration and (y) the number of shares of New Common Stock the Trust requests to include in such Exclusive Holder Registration. Notwithstanding the foregoing, if the Trust does not, on the date that the Holders request an Exclusive Holder Registration, have at least $75 million of Trust Shares, this Section 4.4(b)(ii) shall not apply. (iii) subject to Section 4.1(h), if such Demand Registration (or demand registration under the Investor Registration Agreement) for an Underwritten Offering is requested by the Trust or any Holder and is not being underwrittenan Exclusive Trust Registration or an Exclusive Holder Registration, the Requesting Holders determine Company shall include in good faith after considering such registration: (1) first, up to the relevant facts and circumstances at the relevant time) that the inclusion full amount of such securities shall not adversely affect the price or success shares of New Common Stock of the offering Trust and Qualified Holder Registrable Securities of the Holders requested to be included therein, allocated on a Pro Rata Basis (as defined below); (2) second, up to the full amount of Qualified Holder Registrable Securities of the Holders requested to be included therein, allocated pro rata among the Holders participating in such Demand Registration, on the basis of the number of Qualified Holder Registrable Securities requested to be included therein by each such Holder; (3) third, up to the full amount of any Non-Qualified Holder Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Demand Registration, on the basis of the number of Non-Qualified Holder Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the registration by the Requesting Holders Company; and (an “Adverse Effect”). Furthermore5) fifth, in up to the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the full amount of Registrable Securities proposed securities requested to be included in such Demand Registration by the Requesting Holders is sufficiently large Other Stockholders (even after exclusion of all securities proposed to be sold for other than the account of Holders) in accordance with the priorities, if any, then existing among the Company or any Ten Percent Holder pursuant to and the immediately preceding sentenceOther Stockholders (other than the Holders) to cause an Adverse Effect, so that the number total amount of Registrable Securities securities to be included in such Demand Registration registration is the Capacity; provided, that the Trust shall be allocated among all allowed to include in such Requesting Holders registration a minimum number of Trust Shares equal to the lesser of (x) 25% of the Capacity of such registration and the (ii) number of shares of New Common Stock it requests to include in such registration. The term “Pro Rata Basis” shall mean a pro rata for each Holder based allocation among the Trust and the Holders participating in such registration, calculated on the percentage derived by dividing basis of (i1) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) Trust Shares the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled Trust requests to include in a such registration all and (2) with respect to the Holders participating in such registration, the number of the Qualified Holder Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its Holders request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to The Registrant shall not include in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account prior written consent of the Company and any Ten Percent Holder may be holder(s) of a majority of the Brentwood Securities included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of registration. If a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts is an underwritten offering and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises underwriters advise the Requesting Holders Registrant in writing (or the Requesting Holders determine, as applicable, that in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and, if permitted hereunder, other securities requested to be included in such Demand Registration by (ii) offering exceeds the aggregate number of Registrable Securities that all Requesting Holders and other securities, if any, of the Registrant, which can be sold therein without adversely affecting the marketability of the offering (the “Optimal Number”), the Registrant shall include in such registration (i) first, the Registrable Securities requested to be included pursuant to Section 2(a), Section 2(b) or Section 2(c) in such registration up to the Optimal Number, pro rata among the respective holders thereof on the basis of the number of such Registrable Securities owned by each such holder, (ii) second, the securities the Registrant proposes to sell in such Registration, up to a number of such securities that, when combined with the securities included in such registration pursuant to clause (i) preceding, causes the total number of securities included in such registration to be equal to the Optimal Number, and (iii) third, if and to the extent permitted by the holder(s) of a majority of the Brentwood Securities, other securities of the Registrant requested to be included in such Demand Registration; provided, however, that if, as registration up to a result number of such prorationsecurities that, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of when combined with the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities securities included in such registration or may reduce pursuant to clauses (i) and (ii) preceding, causes the total number of securities included in such registration to be equal to the Optimal Number, pro rata among the respective holders thereof on the basis of the number requested of shares owned by each such holder (to the extent permitted to be so included; provided, however, that (a) such request must be made in writing prior to the earlier case of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocablesecurities which are not Registrable Securities).

Priority on Demand Registrations. With respect The Company will not include in any underwritten registration pursuant to Section 1(a) any Demand Registration (including any Underwritten Offering of securities that are not Registrable Securities pursuant to without the prior written consent of both Holders of a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account majority of the Company and any Ten Percent Holder may be Registrable Securities included in such Demand Registration if, Statement and only if, the Requesting Holder. If the managing underwriter advises the Requesting Holders and Company that in its opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offering, including the price at which the securities can be sold, the Company will include in writing such offering the maximum number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, including the price at which the securities can be sold, which securities will be so included in the following order of priority: (i) first, securities the Company proposes to sell, provided that the Company shall not be entitled to such first priority hereunder if such first priority has applied at any time during the 18 month period preceding the relevant Registration Request, in which case clause (iii) below shall apply to securities the Company proposes to sell; (ii) second, Registrable Securities, pro rata among the respective Holders thereof participating in such registration on the basis of the aggregate number of Registrable Securities owned by each such Holder on the date of such request or in such other manner as they may agree; and (iii) third, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of a Demand Registration an offering that is not being underwritten, the Requesting Holders determine a nationally recognized investment banking firm) determines in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion participation of such securities shall not employee in such registration would adversely affect the marketability or offering price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included securities being sold in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registrationregistration; provided, however, that if, as a result of such proration, any Requesting Holder this sentence shall not be entitled apply to include in any registration initiated by a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be Registration Request made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableby DS.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering offering of Registrable Securities pursuant to a Demand Registration), subject to Article IIIRegistration in the form of an underwritten offering, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders and Joining Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, unless the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall will not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”"ADVERSE EFFECT"). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders and Joining Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder other Person pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders and Joining Holders pro rata for each Holder based on the percentage derived by dividing (i) ratio that the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) bears to the aggregate total number of Registrable Securities that all Requesting Holders and Joining Holders requested to be included in such Demand Registration; provided, however, provided that if, as a result of such prorationpro-ration, any Requesting Holder or Joining Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, agreement or the execution of the custody agreement with respect to such registration, if any, registration and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to any If a Demand Registration (including any Underwritten Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities pursuant and other securities requested to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration ifoffering exceeds the number of Registrable Securities and other securities, and only ifif any, the managing underwriter advises the Requesting Holders and the Company which can be sold in writing (or, an orderly manner in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) such offering and/or that the inclusion number of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount shares of Registrable Securities proposed to be included in such Demand Registration by offering would adversely affect the Requesting Holders is sufficiently large (even after exclusion price per share of all the Common Stock, the timing of the offering, the distribution method or the probability of success of such offering, the Company shall include in the Registration, prior to the inclusion of any securities proposed which are not Registrable Securities, the number of Registrable Securities requested to be sold for included which, in the account opinion of the Company underwriters, can be so sold, pro rata (or any Ten Percent Holder pursuant as may have otherwise been agreed among the Holders of Registrable Securities to be included in such Registration) among the immediately preceding sentence) respective Holders thereof on the basis of the amount of Registrable Securities requested to cause an Adverse Effectbe registered by each such Holder; provided, however, that if the number of Registrable Securities to be included in the Registration is less than 75% of the number requested to be so included, the Holders of Registrable Securities covered by such Demand Registration shall be allocated among all entitled to withdraw such Requesting request, upon the affirmative vote of Holders pro rata for each Holder based on holding at least 66% of such Registrable Securities, and, if such request is withdrawn, the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, shall not count as a result of such prorationpermitted Demand Registration hereunder, any Requesting Holder and the Company shall pay all Registration Expenses in connection with the withdrawn Registration. Any Person who participates in Demand Registrations not be entitled to include in a registration all Registrable Securities at the Company’s expense must pay its share of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities Registration Expenses as provided in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableArticle VI.

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration (including any Underwritten Offering securities which are not Registrable Securities without the prior written consent of the holders of at least 50% of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company that in their opinion the number of Registrable Securities pursuant to a Demand Registration)and, subject to Article IIIif permitted hereunder, no other securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed requested to be included in such Demand Registration by offering exceeds the Requesting Holders is sufficiently large (even after exclusion number of all securities proposed to Registrable Securities and other securities, if any, which can be sold for in an orderly manner in such offering within the account price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company or any Ten Percent Holder pursuant to the immediately preceding sentencewill include in such registration (i) to cause an Adverse Effectfirst, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) registration which in the aggregate opinion of such underwriters can be sold in such manner in the acceptable price range, pro rata among the respective holders thereof on the basis of the number of Registrable Securities that all Requesting Holders owned by each such holder and (ii) second, other securities requested to be included in such Demand Registration, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder; provided, however, that if, in the event that any holder of Aldabra Registrable Securities was prevented from participating in a Demand Registration or Piggyback Registration on or prior to the date the Aldabra Registrable Securities are released from escrow (a “Prior Registration”) as a result of such prorationhis, any Requesting Holder shall not be entitled to include her or its shares being held in a registration all share escrow account, the pro rata share referenced in clause (i) shall be, for each holder of Registrable Securities requesting inclusion of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in the first Demand Registration after the date the Aldabra Registrable Securities are released from escrow (the “Escrow Release Date”), determined as such registration or may reduce holder’s Revised Pro Rata Share; provided further, however that the foregoing proviso shall be disregarded if the Revised Pro Rata Share was applied in a Piggyback Registration prior to such Demand Registration. Notwithstanding anything herein to the contrary, if the managing underwriters determine that the inclusion of the number requested of Aldabra Registrable Securities or Registrable Securities held by management of the Company proposed to be includedincluded in any such offering would adversely affect the marketability of such offering, the Company may exclude such number of Aldabra Registrable Securities or Registrable Securities held by management as necessary or desirable to negate such adverse impact; providedprovided that the provisions of this sentence shall not, however, that (a) such request must be made in writing prior to the earlier extent applicable to holders of Aldabra Registrable Securities, apply in a Demand Registration effected by holders of Aldabra Registrable Securities in accordance with the first sentence of Section 1(b) or the first sentence of Section 1(c). Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their share of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableRegistration Expenses as provided in Section 5 hereof.

Priority on Demand Registrations. With respect to If in any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing or underwriters thereof (or, or in the case of a Demand Registration not being underwritten, the Requesting Holders determine holders of a majority of the Registrable Securities held by the Demanding Group after consultation with an investment banker of nationally recognized standing), advise the Company in good faith after considering writing that in its or their reasonable opinion the relevant facts and circumstances at number of securities proposed to be sold in such Demand Registration exceeds the relevant time) number that can be sold in such offering without having a material adverse effect on the inclusion of such securities shall not adversely affect the price or success of the offering by (including, without limitation, an impact on the Requesting Holders (an “Adverse Effect”selling price). Furthermore, the Company will include in such registration only the number of securities that, in the event that the managing reasonable opinion of such underwriter advises the Requesting Holders in writing or underwriters (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount such holders of Registrable Securities proposed held by the Demanding Group, as the case may be) can be sold without having a material adverse effect on the success of the offering, as follows: (i) first, the Registrable Securities requested to be included in such Demand Registration by the Requesting Holders is sufficiently large Demanding Group, pro rata, among such Stockholders on the basis of their respective holdings of Common Stock on a Fully Diluted Basis, (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentenceii) to cause an Adverse Effectsecond, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by the ▇▇▇▇ ▇▇▇▇▇ Stockholders and SBW (iiif the Demanding Group is the Carlyle Stockholders and the Clipper Stockholders), or the Carlyle Stockholders and the Clipper Stockholders, as a group, and SBW (if the Demanding Group is the ▇▇▇▇ ▇▇▇▇▇ Stockholders), or the Carlyle Stockholders and the Clipper Stockholders, as a group, and the ▇▇▇▇ ▇▇▇▇▇ Stockholders (if the Demanding Group is SBW), in all such cases pro rata among such Stockholders on the basis of their respective holdings of Common Stock on a Fully Diluted Basis, (iii) third, shares to be issued and sold by the aggregate number of Registrable Securities that all Requesting Holders Company and requested to be included in such Demand Registration; provided, howeverand (iv) fourth, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all the Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities included in such registration or may reduce Demand Registration by the number requested to be included; providedBy-Word Stockholders, however, that (a) pro rata among such request must be made in writing prior to requesting Stockholders on the earlier basis of the execution their respective holdings of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableCommon Stock on a Fully Diluted Basis.

Priority on Demand Registrations. With respect to any If a Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company is an underwritten offering and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter underwriter(s) advises the Requesting Holders and the Company in writing (or, that in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, its opinion the number of Total Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and other securities requested to be included in such Demand Registration by (ii) offering exceeds the aggregate number of Total Registrable Securities that all Requesting Holders and other securities, if any, which may be sold in an orderly manner in such offering without adversely affecting the offering (the “Optimal Number”), the Company will include in such registration (i) if a registration pursuant to Section 9B, (A) first, the securities the Company proposes to sell, in its sole discretion, (B) second, the Total Registrable Securities and any other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights, in each case, requested to be included in such Demand Registration; providedregistration up to the Optimal Number, however, that if, as a result pro rata among the holders of such prorationTotal Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights on the basis of the number of such Equity Securities each such holder proposes to sell therein, and (C) third, only if all Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights requested to be included in such registration by the holders thereof have been so included, any Requesting Holder other securities requested to be included in such registration, up to a number of such securities that, when combined with the Total Registrable Securities and other such Equity Securities included in such registration pursuant to clauses (A) and (B), causes the total number of securities included in such registration to be less than or equal to the Optimal Number, or (ii) if a registration pursuant to Section 9C or Section 9D, (A) first, the Total Registrable Securities and any other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights requested to be included in such registration up to the Optimal Number, pro rata among the holders of such Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights on the basis of the number of Total Registrable Securities and other such Equity Securities each such holder proposes to sell therein, and (B) second, if all Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights requested to be included in such registration by the holders thereof have been so included, any other securities requested to be included in such registration up to a number of such securities that, when combined with the Total Registrable Securities and other such Equity Securities included in such registration, causes the total number of securities (including all Total Registrable Securities and other such Equity Securities) included in such registration to be less than or equal to the Optimal Number. Notwithstanding anything contained herein to the contrary, the Company shall not be entitled obligated to include in a registration all Registrable Securities sell for its own account any capital stock of the class or series Company at a price that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior is not acceptable to the earlier Company in the sole discretion of the execution Board and the best efforts obligation of the underwriting agreement, if any, or the execution of the custody agreement with respect to Company as set forth in this Section 9 and Section 12 shall not include any such registration, if any, and (b) such withdrawal or reduction shall be irrevocableobligation.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of If a Demand Registration not being underwrittenis an underwritten offering and the managing underwriters advise the Corporation and the selling holders of the Registrable Securities requested to be registered during the 20-day period set forth in Section 3(a) hereof in writing that in their opinion the number of such Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering without materially and adversely affecting the proposed offering or the offering price, the Requesting Holders determine Corporation will include in good faith after considering such registration only the relevant facts and circumstances at the relevant time) that the inclusion number of such securities shall not Registrable Securities (and, if required by the Warrants Registration Rights Agreement, Warrant Related Registrable Securities) which in the opinion of such underwriters can be sold without materially and adversely affect affecting the price proposed offering or success of the offering price, and such securities will be allocated among the holders of such Registrable Securities (and, if required by the Requesting Holders (an “Adverse Effect”). FurthermoreWarrants Registration Rights Agreement, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant timeholders of Warrant Related Registrable Securities) that the amount of Registrable Securities proposed requesting to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for registration pro rata on the account basis of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the total number of Registrable Securities to be included in such Demand (and, if required by the Warrants Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Rights Agreement, Warrant Related Registrable Securities that each such Holder requested to be included in such Demand Registration by (iiregistration) the aggregate number of Registrable Securities that all Requesting Holders requested to be included therein by each such holder. If securities (other than Registrable Securities and, if applicable, Warrant Related Registrable Securities) are proposed to be included by the Corporation or its other securityholders in a Demand Registration which is an underwritten offering (subject to and in accordance with the provisions of Section 3(c)) and the managing underwriters advise the Corporation and the selling holders in writing that some but not all of said other securities can be sold without materially and adversely affecting the proposed offering or the offering price in such Demand Registration; providedunderwritten offering, however, that if, as a result in addition to all of such proration, any Requesting Holder shall not be entitled to include in a registration all the Registrable Securities of (and, if required by the class or series that such Holder had requested Warrants Registration Rights Agreement, Warrant Related Registrable Securities) being registered, those securities which are permitted to be includedincluded will be allocated (i) first, such Holder may elect to withdraw its request the Corporation and (ii) second, to include such Registrable Securities the other securityholders, allocated among them in such registration or proportions as such securityholders and the Corporation may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableagree.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the CompanyXerox) other than the Requesting Holders and any Piggybacking Demand Holder who has exercised a Piggyback Request under Section 3.01 to participate in such Demand Registration shall be included in a Demand Registration; provided that securities to be sold for the account of the Company Xerox and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company Xerox in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders and any Piggybacking Demand Holder (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders and Piggybacking Demand Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company Xerox or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders and Piggybacking Demand Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders and Piggybacking Demand Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder or Piggybacking Demand Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no No securities to be sold for the account of any Person (including the Company) other than the a Requesting Holders Holder shall be included in a Demand Registration; provided that securities to be sold for Registration unless the account of managing Underwriter or Underwriters shall advise the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall will not materially and adversely affect the price or success of the offering by the Requesting Holders (an “a "Pricing Material Adverse Effect”"). Furthermore, in the event that the managing underwriter advises Underwriter or Underwriters shall advise the Requesting Holders in writing (Company or the Requesting Holders determinethat even after exclusion of all securities of other Persons (including the Company) pursuant to the immediately preceding sentence, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an a Pricing Material Adverse Effect, the number of Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Company and the Requesting Holders are so advised can be sold in such offering without a Pricing Material Adverse Effect and such shares shall be allocated pro rata among all such the Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) basis of the number of Registrable Securities that each such Holder requested to be included in such Demand Registration registration by (ii) the aggregate number of Registrable Securities that all each such Requesting Holders requested to be included in such Demand RegistrationHolder; provided, however, that if, as a result of such proration, if any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be includedregistered pursuant to a Demand Registration under Section 2.01 are excluded from registration hereunder, such Holder may elect then the Holder(s) having shares excluded ("Excluded Holders") shall have the right to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if anyall, or the execution any part, of the custody agreement with respect to their shares from such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account written consent of the Company and any Ten Percent Holder may Holders of a majority of the Registrable Securities to be included in such registration, or, if such Demand Registration ifis an underwritten offering, and only if, without the written consent of the managing underwriter advises underwriters. If the Requesting Holders and managing underwriters of the requested Demand Registration advise the Company in writing (or, that in their opinion the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities proposed to be included in any such Demand Registration by registration exceeds the Requesting Holders is sufficiently large (even after exclusion number of all securities proposed to which can be sold for the account of in such offering, the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, shall include in such registration only the number of Registrable Securities to which in the opinion of such managing underwriters can be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registrationsold; provided, however, that if, as a result no shares of Registrable Securities shall be excluded in any registration if any shares of Common Stock of holders who have registration rights pursuant to other agreements with the Company are included in such registration pursuant to the exercise of such proration, any Requesting Holder shall not registration rights. If the number of shares which can be entitled to include in a registration all sold is less than the number of Registrable Securities proposed to be registered, the amount of Registrable Securities to be so sold shall be allocated pro rata among the Holders of Registrable Securities desiring to participate in such registration on the basis of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include amount of such Registrable Securities in proposed to be registered by such registration or may reduce Holders. If the number requested of shares which can be sold exceeds the number of Registrable Securities proposed to be included; providedsold, however, that (a) such request must excess shall be made in writing prior to allocated pro rata among the earlier other holders of the execution of the underwriting agreementCommon Stock, if any, desiring to participate in such registration based on the amount of such Common Stock initially requested to be registered by such holders or the execution of the custody agreement with respect to as such registration, if any, and (b) such withdrawal or reduction shall be irrevocableholders may otherwise agree.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the CompanyA) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of Whenever the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of shall effect a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the connection with an underwritten offering by the Requesting Holders (an “Adverse Effect”). Furthermoreone or more Initiating Holders, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determineno other securities, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable including other Registerable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of unless (1) the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (amanaging underwriter(s) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registrationDemand Registration shall have advised the Company and each Initiating Holder whose Registerable Securities were included in the Demand Request, if anyin writing, that the inclusion of such other securities would not adversely affect such underwritten offering or (2) each of the Initiating Holders shall each have consented in writing to the inclusion of such other securities. In the event of such written advice of the managing underwriter(s) or unanimous consent of such Initiating Holders, the Company will include in such Demand Registration securities in the following order of priority until the maximum number of securities included in the written advice of the managing underwriter(s) or unanimous consent of such Initiating Holders shall be reached: (1) first, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities included in the Demand Request which are subject to the underwritten offering, (2) second, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities of the other holders (each, a "Rightsholder") of registration rights granted by the Company in connection with the sale of the Shares who have given a Tag-Along Request with respect to such Demand Registration where the method of distribution shall be pursuant to an underwritten offering, (3) third, pro rata (based upon the amount of Registerable Securities) among all other Registerable Securities included in the Demand Request and Tag-Along Request(s) and (4) fourth, pro rata (based upon the amount of securities owned which carry registration rights) among all other securities to which the Company has granted registration rights and for which a request for inclusion in the Demand Registration shall have been made. (B) Whenever the Company shall effect a Demand Registration in connection with an offering of Registerable Securities of Initiating Holders for which the intended method(s) of distribution shall not include an underwritten offering, and (b) the holders of a majority of the Registerable Securities which were subject to the Demand Request shall advise the Company in writing that, in the opinion of such withdrawal or reduction Initiating Holders, the number of securities proposed to be sold in such Demand Registration would adversely affect such offering, the Company will include in such Demand Registration securities in the following order of priority until the maximum number of securities included in the written advice of such Initiating Holders shall be irrevocablereached: (1) first, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities included in the Demand Request, (2) second, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities of the Rightsholders who have given a Tag-Along Request with respect to such Demand Registration where the method of distribution shall be pursuant to an underwritten offering, (3) third, pro rata (based upon the amount of Registerable Securities) among all other Registerable Securities included in the Demand Request and Tag-Along Request(s) and (4) fourth, pro rata (based upon the amount of securities owned which carry registration rights) among all other securities to which the Company has granted registration rights and for which a request for inclusion in the Demand Registration shall have been made. (C) In the event that Initiating Holders and other Rightsholders who have given a Tag-Along Request are unable to have registered the full amount of Registerable Securities which they requested to be registered pursuant to a Demand Request or Tag-Along Request, pursuant to the provisions of this Section 4(b), such Initiating Holders and other Rightsholders shall retain the right to one Demand Registration with respect to such unregistered Registerable Securities subject to such Demand Request and Tag-Along Request.

Priority on Demand Registrations. With In any Demand Registration pursuant to Section 3(a), the securities to be included shall be limited to (x) a number of Registrable Securities not exceeding 74.25% of the Secondary Offering Size to be sold by Onex Holders and (y) a number of Registrable Securities not exceeding 25.75% of the Secondary Offering Size to be sold by Greystone Holders; provided, however, that if the non-Initiating Holder declines to sell its maximum allocation in such Demand Registration pursuant to the limitations set forth in this Section 3, then such unused allotment shall be allocated (i) first, to Registrable Securities held by the Initiating Holder and (ii) second, if the Initiating Holder declines to sell an amount of Registrable Securities equal to the unused allotment, to shares of Common Stock to be issued by the Company if it, in its sole discretion, determines to sell such shares (such amount not to exceed the remaining amount of such unused allotment). The Initiating Holder may, by written notice to the Company (which shall provide such notice to all Holders that have elected to participate in such Demand Registration) at least five (5) Business Days prior to the filing of the first preliminary prospectus to be used for distribution in respect of such Demand Registration Statement, change the Secondary Offering Size; provided, that no such notice shall be required to be given with respect to an increase of the Secondary Offering Size resulting from the exercise of any over-allotment option in respect of such Demand Registration, or with respect to any other upward or downward change of less than twenty percent (20%) with respect to the overall Secondary Offering Size (such overall Secondary Offering Size to include the amount of any over-allotment option that could be exercised in connection therewith). Following the receipt of such written notice, the non-Initiating Holder shall then have two (2) Business Days to provide written notice to the Company stating that it will (i) withdraw from such offering if it previously indicated it would participate or (ii) if it had previously elected not to participate in such Demand Registration (including any Underwritten Offering Registration, participate and provide the number of Registrable Securities pursuant to a Demand Registration)it will sell, subject to Article III, no the limitations set forth in this Section 3. If a Demand Registration pursuant to Section 3 involves an underwritten offering and the managing underwriter shall advise the Company that in its opinion the number of securities requested to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then, subject to the preceding sentence, the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to Registrable Securities requested by the Holders to be included in such registration and (ii) second, among all shares of Common Stock requested to be included in such registration by any other Persons (including securities to be sold for the account of the Company and any Ten Percent Holder Company) allocated among such Persons in such manner as they may agree; provided, however, if such underwriter determines that the Registrable Securities requested by the Holders to be included in such Demand Registration ifregistration pursuant to the first three sentences of this Section 3(c) exceeds the number that can be sold in such offering without having an adverse effect on such offering, and only ifincluding the price at which such securities can be sold, then the managing underwriter advises the Requesting Holders and the Company Registrable Securities that are included in writing such offering shall be (or, x) in the case of a Demand Registration not being underwrittenunder Section 3(b)(i), apportioned 74.25% to the Requesting Onex Holders determine in good faith after considering and 25.75% to the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Greystone Holders (an “Adverse Effect”). Furthermore, but not in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount excess of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Onex Holders and Greystone Holders, respectively, have requested to be included in such Demand Registration), and further apportioned among the Onex Holders, on the one hand, and the Greystone Holders, on the other hand, on a pro rata basis in accordance with the number of Registrable Securities held by each such Onex Holder and Greystone Holder, as applicable; or (y) in the case of a Demand Registration under Section 3(b)(ii), apportioned among the Onex Holders, on the one hand, and the Greystone Holders, on the other hand, on a pro rata basis in accordance with the number of Registrable Securities held by each such Onex Holder and Greystone Holder, as applicable, and further apportioned in such other proportions as shall mutually be agreed to by all such selling Holders; provided, however, that ifin the event that the Greystone Holders make the first request of a Demand Registration pursuant to Section 3(a)(i), as a result then in the case of such prorationthe first Demand Registration under Section 3(b)(ii), any Requesting Holder shall not be entitled to include in a registration all the Registrable Securities that are included in such offering shall be apportioned 50.0% to the Onex Holders and 50.0% to the Greystone Holders (but not in excess of the class or series number of Registrable Securities that such Holder had the Onex Holders have requested to be includedincluded in such Demand Registration), such Holder may elect to withdraw its request to include such and further apportioned among the Onex Holders, on the one hand, and the Greystone Holders, on the other hand, on a pro rata basis in accordance with the number of Registrable Securities held by each such Onex Holder and Greystone Holder, as applicable. To facilitate the allocation of shares in such registration accordance with the above provisions, the Company or the underwriters may reduce round the number requested of shares allocated to be included; provided, however, that (a) such request must be made in writing prior any Holder to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocablenearest 100 shares.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities i) If a requested registration pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the CompanySection 1(a) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company involves an underwritten public offering and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing or lead underwriter advises NationsRent in writing, with a copy to each Holder requesting registration, that in its opinion the Requesting Holders and the Company in writing (or, in the case number of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed requested to be included in such Demand Registration by the Requesting Holders is sufficiently large registration (even after exclusion of all including securities proposed to be sold for the account by NationsRent or by other persons who are not Holders of the Company or any Ten Percent Holder pursuant to the immediately preceding sentenceRegistrable Securities) to cause an Adverse Effect, exceeds the number of securities which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority (by number of shares) of the Registrable Securities that are requested to be included in such Demand registration and the holders of a majority (by number of shares) of the Series A Registrable Securities that are requested to be included in such registration, if any, pursuant to the piggyback rights contained in Section 2(a) of the Series A Registration Rights Agreement, without adversely affecting the marketability of the offering, NationsRent shall be allocated among all include in such Requesting Holders pro rata for each Holder based on registration prior to the percentage derived by dividing (i) inclusion of any other securities the number of Registrable Securities that are requested to be included, and the number of Series A Registrable Securities that are requested to be included pursuant to the piggyback rights contained in Section 2(a) of the Series A Registration Rights Agreement, which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities or Series A Registrable Securities requested by each such Holder holder to be included in such offering. (ii) If a requested registration pursuant to Section 1(a) of the Series A Registration Rights Agreement involves an underwritten public offering and the managing or lead underwriter advises NationsRent in writing, with a copy (at the address set forth in the Series A Registration Rights Agreement) to each holder of Series A Registrable Securities requesting registration, that in its opinion the number of securities requested to be included in such Demand Registration registration (including securities to be sold by (iiNationsRent or by other persons who are not holders of Series A Registrable Securities) exceeds the aggregate number of securities which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority (by number of shares) of the Series A Registrable Securities that all Requesting Holders are requested to be included in such Demand Registration; provided, however, that if, as registration and the Holders of a result majority (by number of such proration, any Requesting Holder shall not be entitled to include in a registration all shares) of the Registrable Securities of the class or series that such Holder had are requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities included in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, pursuant to the piggyback rights contained in Section 2(a) of this Agreement, without adversely affecting the marketability of the offering, NationsRent shall include in such registration prior to the inclusion of any other securities the number of Series A Registrable Securities that are requested to be included and (bthe number of Registrable Securities that are requested to be included pursuant to the piggyback rights contained in Section 2(a) of this Agreement, which in the opinion of such withdrawal underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Series A Registrable Securities or reduction shall Registrable Securities requested by each such holder to be irrevocableincluded in such offering.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no a) No securities to be sold for the account of any Person (including the Company) other than the Requesting Holders HMC Group shall be included in a Demand Registration; provided that securities to be sold for Registration in which the account HMC Group has requested inclusion, irrespective of the Company and any Ten Percent Holder may be included in such identity of the party making the Demand Registration ifRequest, and only if, unless the managing underwriter advises the Requesting Holders and or underwriters shall advise the Company or the HMC Group in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall will not materially and adversely affect the price or success of the offering by the Requesting Holders (an “a "Material Adverse Effect”"). Furthermore, in the event that the managing underwriter advises or underwriters shall advise the Requesting Holders in writing (Company or the Requesting Holders determineHMC Group that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities Shares proposed to be included in such Demand Registration by the Requesting Holders HMC Group is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an a Material Adverse Effect, the number Registrable Shares of Registrable Securities the HMC Group to be included in such Demand Registration shall equal the number of shares which the Company is so advised can be sold in such offering without a Material Adverse Effect and such Registrable Shares shall be allocated among all such Requesting Holders pro rata for each Holder based among the members of the HMC Group on the percentage derived by dividing (i) basis of the number of Registrable Securities that Shares requested to be included by each such Holder. If any Registrable Shares of any Holder requested to be included in such registered pursuant to a Demand Request under Section 3.1.1 are excluded from a Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested pursuant to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be includedthis Section 3.1.4, such Holder may elect having Registrable Shares so excluded shall have the right to withdraw its request to include all, but not less than all, such Registrable Securities in Shares from such registration or may reduce the number requested to be included; provided, however, that (a) and such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement registration will not count as a Demand Registration with respect to such registration, if any, and Holder. (b) Notwithstanding Section 3.1.4(a) above, ▇▇▇▇▇▇▇▇▇ shall have the right to sell in a Demand Registration under this Article 3 all or any portion of the ▇▇▇▇▇▇▇▇▇ Priority Shares on a pari passu basis with the HMC Group, calculated pro rata on the basis of the number of Registrable Shares owned by each party. In the event that ▇▇▇▇▇▇▇▇▇ requests inclusion of the ▇▇▇▇▇▇▇▇▇ Priority Shares in a Demand Registration in which the HMC Group participates and the managing underwriter or underwriters advises the Company or the HMC Group that the inclusion of such withdrawal or securities likely will result in a Material Adverse Effect so that it becomes necessary to reduce the number of Registrable Shares to be registered, in no event shall the number of ▇▇▇▇▇▇▇▇▇ Priority Shares to be sold in such registration be reduced to fewer than 150,000 shares, irrespective of the other provisions hereof, unless the number of Registrable Shares to be sold by the HMC Group in such offering is also reduced to fewer than 150,000 shares, in which event each of the HMC Group, on the one hand, and ▇▇▇▇▇▇▇▇▇, on the other hand, will suffer equivalent share-for-share reduction shall thereafter to the extent necessary to reach the number of Registrable Shares that can be irrevocable.sold in such offering without a Material Adverse Effect. At such time as the ▇▇▇▇▇▇▇▇▇ Priority Shares have been disposed of pursuant to an effective registration statement, ▇▇▇▇▇▇▇▇▇'▇ rights pursuant to this Section 3.1.4

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering offering of Registrable Securities pursuant to a Demand Registration), subject to Article IIIRegistration in the form of an underwritten offering, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders and Joining Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, unless the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall will not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders and Joining Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder other Person pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders and Joining Holders pro rata for each Holder based on the percentage derived by dividing (i) ratio that the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) bears to the aggregate total number of Registrable Securities that all Requesting Holders and Joining Holders requested to be included in such Demand Registration; provided, however, provided that if, as a result of such prorationpro-ration, any Requesting Holder or Joining Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, agreement or the execution of the custody agreement with respect to such registration, if any, registration and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect The Company will not include in any underwritten registration pursuant to Sections 1(a) or (c) any Demand Registration (including any Underwritten Offering securities that are not Registrable Securities without the prior written consent of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested. Other than in connection with a Shelf Registration, if the managing Underwriter advises the Company that in its opinion the number of Registrable Securities pursuant (and, if permitted hereunder, other securities requested to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration ifoffering) exceeds the number of securities that can be sold in such offering without materially adversely affecting the successful marketability of the offering (including a material adverse effect on the per share offering price), the Company will include in such offering only such number of securities that in the opinion of such Underwriters can be sold without materially adversely affecting the successful marketability of the offering, which securities will be so included in the following order of priority: (A) if such registration is requested by the Required Investor Holders, (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities requested to be included in such registration by each of them, and only if(ii) second, any other securities of the Company that have been requested to be so included; and (B) if such registration is requested by the Required Cypress Holders, (i) first, Registrable Securities, pro rata among the respective Holders thereof that are Cypress Shareholders on the basis of the aggregate number of Registrable Securities requested to be included in such registration by each of them, (ii) second, Registrable Securities, pro rata among the respective other Holders thereof that on the basis of the aggregate number of Registrable Securities requested to be included in such registration by each of them, and (iii) third, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine Underwriter determines in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion participation of such securities shall not employee in such registration would adversely affect the marketability or offering price or success of the offering by the Requesting Holders (an “Adverse Effect”)securities being sold in such registration. Furthermore, in In the event that the managing underwriter advises Company shall not, by virtue of this Section 1(f), include in any Demand Registration all of the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed of any Holder requesting to be included in such Demand Registration by Registration, such Holder may, upon written notice to the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account Company given within five days of the Company or any Ten Percent time such Holder pursuant first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the immediately preceding sentence) Registrable Securities, if any, it desires to cause an Adverse Effect, have included will be so included and the number Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to In the case of any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a underwritten Demand Registration), subject if the managing underwriters shall give written advice to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration registration of an Underwriters’ Maximum Number, then: (i) the Company will be obligated and required to include in such registration that number of Investor Registrable Securities requested by the Investor Stockholders to be included in such registration which does not exceed the Underwriters’ Maximum Number, and such number of Investor Registrable Securities shall be allocated among all such Requesting Holders pro rata for each Holder based among the Holders of such Investor Registrable Securities on the percentage derived by dividing (i) basis of the number of Registrable Securities that requested to be included therein by each such Holder Investor Stockholder; (ii) if the Underwriters’ Maximum Number exceeds the number of Investor Registrable Securities requested by the Investor Stockholders thereof to be included in such Demand Registration registration, the Company will be obligated and required to include in such registration that number of Other Registrable Securities requested by (ii) the aggregate Other Stockholders to be included in such registration which does not cause the total number of Registrable Securities to exceed the Underwriters’ Maximum Number, and such number of Other Registrable Securities shall be allocated pro rata among the Holders of such Other Registrable Securities on the basis of the number of Other Registrable Securities requested to be included therein by each such Holder; (iii) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such Demand Registration, then the Company will be entitled to include in such registration that all Requesting number of securities which shall have been requested by the Company to be included in such registration for the account of the Company and which shall not be greater than such excess, and (iv) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such Demand Registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons (other than the Holders of Registrable Securities as such) shall have requested be included in such registration and which shall not be greater than such excess. Neither the Company nor any of its stockholders (other than Holders of Registrable Securities) shall be entitled to include any securities in any underwritten Demand Registration unless the Company or such stockholders (as the case may be) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the Registrable Securities to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Companyi) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of Whenever the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of shall effect a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the connection with an underwritten offering by the Requesting Holders (an “Adverse Effect”). Furthermoreone or more Initiating Holders, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determineno other securities, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable including other Registerable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of unless (A) the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (amanaging underwriter(s) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registrationDemand Registration shall have advised the Company and each Initiating Holder whose Registerable Securities were included in the Demand Request, if anyin writing, that the inclusion of such other securities would not adversely affect such underwritten offering or (B) each of the Initiating Holders shall each have consented in writing to the inclusion of such other securities. In the event of such written advice of the managing underwriter(s) or unanimous consent of such Initiating Holders, the Company will include in such Demand Registration securities in the following order of priority until the maximum number of securities included in the written advice of the managing underwriter(s) or unanimous consent of such Initiating Holders shall be reached: (A) first, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities included in the Demand Request which are subject to the underwritten offering, (B) second, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities of the Rightsholders who have given a Tag-Along Request with respect to such Demand Registration where the method of distribution shall be pursuant to an underwritten offering, (C) third, pro rata (based upon the amount of Registerable Securities) among all other Registerable Securities included in the Demand Request and Tag-Along Request(s) and (D) fourth, pro rata (based upon the amount of securities owned which carry registration rights) among all other securities to which the Company has granted registration rights and for which a request for inclusion in the Demand Registration shall have been made. (ii) Whenever the Company shall effect a Demand Registration in connection with an offering of Registerable Securities of Initiating Holders for which the intended method(s) of distribution shall not include an underwritten offering, and (b) the holders of a majority of the Registerable Securities which were subject to the Demand Request shall advise the Company in writing that in the opinion of such withdrawal or reduction Initiating Holders the number of securities proposed to be sold in such Demand Registration would adversely affect such offering, the Company will include in such Demand Registration securities in the following order of priority until the maximum number of securities included in the written advice of such Initiating Holders shall be irrevocablereached: (A) first, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities included in the Demand Request, (B) second, pro rata (based upon the amount of Registerable Securities) among the Registerable Securities of the Rightsholders who have given a Tag-Along Request with respect to such Demand Registration where the method of distribution shall be pursuant to an underwritten offering, (C) third, pro rata (based upon the amount of Registerable Securities) among all other Registerable Securities included in the Demand Request and Tag-Along Request(s) and (D) fourth, pro rata (based upon the amount of securities owned which carry registration rights) among all other securities to which the Company has granted registration rights and for which a request for inclusion in the Demand Registration shall have been made. (iii) In the event that Initiating Holders and other Rightsholders who have given a Tag-Along Request are unable to have registered the full amount of Registerable Securities which they requested to be registered pursuant to a Demand Request or Tag-Along Request, pursuant to the provisions of this Section 4.2, such Initiating Holders and other Rightsholders shall retain the right to one Demand Registration with respect to such unregistered Registerable Securities subject to such Demand Request and Tag-Along Request.

Priority on Demand Registrations. With respect to The Company will not include in any Demand Registration (including any Underwritten Offering of securities which are not Oaktree Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for or Indigo Registrable Securities without the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account prior written consent of the Company and any Ten Percent Holder may be included in holders of a majority of the Indigo Registrable Securities if such holders initially requested such Demand Registration if, and only if(in such capacity, the “Initiating Holder”) or holders of a majority of the Oaktree Registrable Securities if such holder initially requested such Demand Registration (in such capacity, also the “Initiating Holders”). If a Demand Registration is an underwritten offering and the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, that in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Oaktree Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of and Indigo Registrable Securities that each such Holder and, if permitted hereunder, other securities requested to be included in such Demand Registration by (ii) offering exceeds the aggregate number of Oaktree Registrable Securities that all Requesting Holders and Indigo Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the applicable Initiating Holder(s), the Company will include in such registration (i) first, the Oaktree Registrable Securities and Indigo Registrable Securities requested to be included in such Demand Registrationregistration, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration which securities, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering; providedprovided that, howeverin the event the holders of a majority of the Indigo Registrable Securities or a majority of the Oaktree Registrable Securities, that ifas applicable, are not permitted as a result of such proration, any Requesting Holder shall not be entitled underwriter’s advice to include in a registration all at least 80% of the Oaktree Registrable Securities of the class or series that such Holder had and/or Indigo Registrable Securities initially requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities included in such registration or may reduce the number requested to be included; providedby such holders, however, that (a) then such request must be made in writing prior to the earlier and related registration shall not constitute one of the execution two (2) Long-Form Registrations to which the holders of a majority of the underwriting agreement, if any, Indigo Registrable Securities or the execution a majority of the custody agreement with respect Oaktree Registrable Securities, as applicable, are entitled to such registration, if any, and (b) such withdrawal or reduction shall be irrevocablerequest pursuant to this Section 9.

Priority on Demand Registrations. With respect to any If the managing underwriter or underwriters of a Demand Registration (including any Underwritten Offering initiated under this Agreement, the LDC Registration Rights Agreement or the Institutional Investor Registration Rights Agreement advise the Company in writing that in its or their opinion the number of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities shares of Common Stock proposed to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration ifexceeds the number which can be sold, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not or would adversely affect the price or success at which the Common Stock could be sold in such offering, the Company will include in such registration only that number of the offering by the Requesting Holders (an “Adverse Effect”). Furthermoreshares of Common Stock which, in the event that the managing opinion of such underwriter advises the Requesting Holders in writing (or the Requesting Holders determineunderwriters, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to can be included sold in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion offering without so affecting such price. The shares of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities Common Stock to be included in such Demand Registration shall be allocated among all such Requesting Holders apportioned (x) first, pro rata for each Holder based on the percentage derived by dividing among (i) the number shares of Registrable Securities that each Common Stock held by Preferred Stock Investor Holders who have made a request to be included in such Holder requested Demand Registration, (ii) shares of Common Stock held by LDC Holders who have made a request to be included in such Demand Registration and (iii) shares of Common Stock held by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested Institutional Investors who have made a request to be included in such Demand Registration; provided, however, that if, as a result based on the number of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested shares required to be included, such Holder may elect to withdraw its request to include such Registrable Securities included in such registration or may reduce the number requested statement, and (y) second, pro rata among any other shares of Common Stock proposed to be included; providedincluded in such Demand Registration, howeverincluding any shares proposed to be sold by the Company pursuant to such Demand Registration. Notwithstanding the foregoing, that the shares of Common Stock to be included in any Demand Registration prior to June 30, 2004 shall be apportioned (a) such request must first, pro rata among any shares of Common Stock proposed to be made in writing prior sold by (x) any LDC Holder pursuant to the earlier LDC Registration Rights Agreement and (y) any Institutional Investor pursuant to the Institutional Investor Registration Rights Agreement, up to a maximum of 40% of the execution total number of the underwriting agreementshares of Common Stock to be included in such Demand Registration, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) second, pro rata among any shares of Common Stock proposed to be sold by any Preferred Stock Investor Holder and (c) third, pro rata among any other shares of Common Stock proposed to be included in such withdrawal Demand Registration, including any shares proposed to be sold by the Company pursuant to such Demand Registration, in each case according to the total number of shares of Common Stock requested for inclusion by the Preferred Stock Investor Holders, the LDC Holders and the Institutional Investors, as applicable, or reduction in such other proportions as shall mutually be irrevocableagreed to among such selling stockholders, as applicable.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no No securities to be sold for the account of any Person (including the CompanyTERP) other than the a Requesting Holders Holder shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, unless the managing underwriter advises or underwriters shall advise the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall will not adversely affect the price price, timing or success distribution of the offering by the Requesting Holders or otherwise adversely affect its success (an “Adverse Effect”). FurthermoreIf a Demand Registration is an underwritten offering, in the event that and if the managing underwriter advises TERP that the Requesting Holders inclusion of any Shares requested to be included in writing (a Registration Statement or the Requesting Holders determineprospectus supplement, as applicable, for the account of any Person (including TERP) other than a Requesting Holder would cause an Adverse Effect, TERP shall only be required to include such number of Shares in good faith such Registration Statement or prospectus supplement, as applicable, as such underwriter advises would not cause an Adverse Effect, with priority given as follows: (i) first, any securities the Requesting Holders propose to sell, (ii) second, any securities TERP proposes to sell and (iii) third, any other securities requested to be included in such registration or prospectus supplement, pro rata among the holders of such other securities. Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after considering exclusion of all securities of other Persons (including TERP) pursuant to the relevant facts and circumstances at the relevant time) that this Section 2.1.5, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number Registrable Shares of Registrable Securities the Requesting Holders to be included in such Demand Registration shall equal the number of Shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such Registrable Shares shall be allocated pro rata among all such the Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) basis of the number of Registrable Securities that each such Holder Shares requested to be included in such Demand Registration registration by (ii) the aggregate number of Registrable Securities that all each such Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableHolder.

Priority on Demand Registrations. With respect to If the managing underwriters in any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant shall give written advice to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration registration of an Underwriters' Maximum Number, then: (i) the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities shall be allocated among all such Requesting Holders pro rata for each Holder based among the Holders of such Registrable Securities on the percentage derived by dividing (i) basis of the number of Registrable Securities that requested to be included therein by each such Holder Holder; (ii) if the Underwriters' Maximum Number exceeds the number of Registrable Securities requested by the Holders thereof to be included in such Demand Registration registration, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company to be included in such registration for the account of the Company and which shall not be greater than such excess; and (iiiii) if the aggregate Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such Demand Registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that all Requesting number of other securities which persons (other than the Holders as such) shall have requested be included in such registration and which shall not be greater than such excess. Neither the Company nor any of its securityholders (other than Holders of Registrable Securities) shall be entitled to include any securities in any underwritten Demand Registration unless the Company or such securityholders (as the case may be) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the Registrable Securities to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect (a) Subject to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand RegistrationSection 4.1(g), subject prior to Article IIIthe Cut-off Date, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders a Holder shall be included in a Demand Registration pursuant to Section 4.1 if, in the case that such registration is to be an Underwritten Registration; provided , the managing underwriter of the Underwritten Offering relating thereto advises the Demanding Holders (or, in the case that such registration is not to be an Underwritten Registration, the Demanding Holders requesting registration determine in good faith) that the total amount of Registrable Securities requested to be registered, together with such other securities that the Company and any Other Stockholders propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such offering, then the Company shall include in such registration all Registrable Securities requested to be included therein, up to the full amount that, in the view of such managing underwriter or such Demanding Holders requesting registration, as the case may be, can be sold without adversely affecting the success of such offering, before including any securities of any Person (including the Company) other than the Demanding Holders and the other Holders. Subject to Section 4.1(g), if the number of shares to be included in any such offering is less than the aggregate number of Qualified Registrable Securities requested by Demanding Holders and the other Holders to be included therein, then the Registrable Securities to be included in such offering shall be allocated pro rata among such Demanding Holders and the other Holders on the basis of the number of Qualified Registrable Securities requested by Demanding Holders and the other Holders to be included therein. (b) From and after the Cut-off Date, no securities to be sold for the account of any Person (including the Company) other than a Holder or the Trust shall be included in a Demand Registration for an Underwritten Offering pursuant to Section 4.1 hereof or a demand registration for an Underwritten Offering under Section 4.1 of the Trust Registration Agreement if the managing underwriter of the Underwritten Offering relating thereto advises the Company, the Demanding Holders and the Trust in writing that the total amount of Registrable Securities and other securities requested to be registered thereunder, together with such other securities that the Company and any Ten Percent Holder may Other Stockholders propose to include in such registration is such as to adversely affect the successful marketing (including the pricing) of the securities included in such registration. If such managing underwriter provides such advice, then the Company shall include in such registration Registrable Securities requested to be included therein and other securities requested to be included therein of Other Stockholders, including the Trust, subject to the provisions of this Section 4.4(b), up to the full amount (such amount the “Capacity”) that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including the pricing) of the securities included in such registration. If the number of shares to be included in any such registration is less than the aggregate number of Qualified Registrable Securities requested by Demanding Holders and shares of New Common Stock requested by the other Holders and the Trust and Other Stockholders to be included therein, then the shares of New Common Stock to be included in such Demand Registration if, and only ifregistration shall be allocated among such Demanding Holders, the managing underwriter advises the Requesting other Holders and the Trust and Other Stockholders as follows: (i) if such demand registration is an Exclusive Trust Registration, the Company shall include in writing such registration: (or1) first, up to the full amount of Trust Shares of the Trust requested to be included in the case Exclusive Trust Registration by the Trust; (2) second, up to the full amount of a Demand Registration not being underwrittenQualified Registrable Securities requested to be included therein allocated pro rata among the Holders participating in such Exclusive Trust Registration, on the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success basis of the offering number of Qualified Registrable Securities requested to be included therein by each such Holder; (3) third, up to the Requesting full amount of any other Registrable Securities held by any Holders (an “Adverse Effect”). Furthermorerequested to be included therein allocated pro rata among the Holders participating in such Exclusive Trust Registration, in on the event that basis of the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the Exclusive Trust Registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Exclusive Trust Registration by the Other Stockholders (other than the Trust) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Trust) so that the total amount of securities to be included in such Exclusive Trust Registration is the Capacity, provided, that the Holders shall be allowed to include in the aggregate a minimum number of shares of New Common Stock in the Exclusive Trust Registration equal to the lesser of (x) 25% of the Capacity of the Exclusive Trust Registration and (y) the number of shares of Qualified Registrable Securities they request to include in such Exclusive Trust Registration;. (ii) if such Demand Registration is an Exclusive Holder Registration, the Company shall include in such registration: (1) first, up to the full amount of Qualified Registrable Securities requested to be included therein allocated pro rata among the Holders participating in such Exclusive Holder Registration, on the basis of the number of Qualified Registrable Securities requested to be included therein by each such Holder; (2) second, up to the full amount of Trust Shares of the Trust requested to be included in the Exclusive Holder Registration by the Trust; (3) third, up to the full amount of any other Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Exclusive Holder Registration, on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the Exclusive Holder Registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Exclusive Holder Registration by the Other Stockholders (other than the Trust) in accordance with the priorities, if any, then existing among the Company and the Other Stockholders (other than the Trust) so that the total amount of securities to be included in such Exclusive Holder Registration is the Capacity; provided that the Trust shall be allowed to include in the Exclusive Holder Registration a minimum number of shares of New Common Stock equal to the lesser of (x) 25% of the Capacity of the Exclusive Holder Registration and (y) the number of shares of New Common Stock the Trust requests to include in such Exclusive Holder Registration. Notwithstanding the foregoing, if the Trust does not, on the date that the Holders request an Exclusive Holder Registration, have at least $75 million of Trust Shares, this Section 4.4(b)(ii) shall not apply. (iii) subject to Section 4.1(g), if such Demand Registration (or demand registration under the Trust Registration Agreement) for an Underwritten Offering is requested by any Holder or the Trust and is not an Exclusive Trust Registration or an Exclusive Holder Registration, the Company shall include in such registration: (1) first, up to the full amount of shares of New Common Stock of the Trust and Qualified Registrable Securities of the Holders requested to be included therein, allocated on a Pro Rata Basis (as defined below); (2) second, up to the full amount of Non-Qualified Securities of the Holders requested to be included therein, allocated pro rata among the Holders participating in such Demand Registration, on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (3) third, up to the full amount of any other Registrable Securities held by any Holders requested to be included therein allocated pro rata among the Holders participating in such Demand Registration, on the basis of the number of Registrable Securities requested to be included therein by each such Holder; (4) fourth, up to the full amount of securities proposed to be included in the registration by the Company; and (5) fifth, up to the full amount of securities requested to be included in such Demand Registration by the Requesting Holders is sufficiently large Other Stockholders (even after exclusion of all securities proposed to be sold for other than the account of Trust) in accordance with the priorities, if any, then existing among the Company or any Ten Percent Holder pursuant to and the immediately preceding sentenceOther Stockholders (other than the Trust) to cause an Adverse Effect, so that the number total amount of Registrable Securities securities to be included in such Demand Registration registration is the Capacity; provided, that the Trust shall be allocated among all allowed to include in such Requesting Holders registration a minimum number of Trust Shares equal to the lesser of (x) 25% of the Capacity of such registration and the (ii) number of shares of New Common Stock it requests to include in such registration. The term “Pro Rata Basis” shall mean a pro rata for each Holder based allocation among the Trust and the Holders participating in such registration, calculated on the percentage derived by dividing basis of (i1) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) Trust Shares the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled Trust requests to include in a such registration all and (2) with respect to the Holders participating in such registration, the number of the Qualified Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its Holders request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without the account prior written consent of any Person (including the Company) other than the Requesting Holders shall be included in holding a Demand Registration; majority of Registrable Securities, provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included include in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and securities of the Company in writing (orfor sale for its own account, subject to the priority provision described below. Except in the case of a Company Demand Registration, if the Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts is an underwritten offering and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises underwriters for such Demand Registration advise the Company and applicable Requesting Holders in writing (or the Requesting Holders determine, as applicable, that in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and, if permitted hereunder, other securities requested to be included in such Demand Registration by (ii) exceeds the aggregate number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Demand Registration, the Company shall reduce the number of Registrable Securities in such Demand Registration which can be so sold (a “Demand Cutback”) as follows: (i) first, the securities the Company proposes to sell, (ii) then second, the remaining Demand Cutback shall apply to the Registrable Securities requested by any Holders that all are not Demand Holders to be included in the Demand Registration, pro rata among Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Holder and (iii) then third, the remaining Demand Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Demand Registration, pro rata among the respective Demand Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Demand Holder. In the case of a Company Demand Registration, if the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company and applicable Requesting Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration; provided, however, that if, as a result Registration exceeds the number of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the class or series that such Holder had Registrable Securities requested to be includedincluded in the Demand Registration, such Holder may elect to withdraw its request to include such the Company shall reduce the number of Registrable Securities in such registration or may reduce Demand Registration which can be so sold (a “Company Demand Cutback”) as follows: (i) first, the Demand Cutback shall apply to the Registrable Securities requested by any Holders that are not Demand Holders to be included in the Demand Registration, pro rata among Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included; providedincluded by each such Holder that is not a Demand Holder, however(ii) then second, that (a) the remaining Company Demand Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Demand Registration, pro rata among the respective Demand Holders of such request must be made in writing prior to Registrable Securities on the earlier basis of the execution number of the underwriting agreement, if any, or the execution of the custody agreement with respect Registrable Securities requested to be included by each such registration, if any, Demand Holder and (biii) such withdrawal or reduction then, third, the remaining Company Demand Cutback shall be irrevocableapply to securities the Company proposes to sell.

Priority on Demand Registrations. With respect to If the managing underwriters in any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant shall give written advice to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration registration of an Underwriters' Maximum Number, then: (i) the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities shall be allocated among all such Requesting Holders pro rata for each Holder based among the Holders of such Registrable Securities on the percentage derived basis of the number of Registrable Securities requested to be included therein by dividing each such Holder; (iii) if the Underwriters' Maximum Number exceeds the number of Registrable Securities requested by the Holders thereof to be included in such registration, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company to be included in such registration for the account of the Company and which shall not be greater than such excess; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities that each the Company shall be required to include in such Holder Demand Registration and the number of securities that the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons (other than the Holders as such) shall have requested to be included in such registration and which shall not be greater than such excess. Neither the Company nor any of its security holders (other than Holders of Registrable Securities) shall be entitled to include any securities in any underwritten Demand Registration by unless the Company or such security holders (iias the case maybe) shall have agreed in writing to sell such securities on the aggregate number of same terms and conditions as shall apply to the Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no No securities to be sold for the account of any Person (including the Company) other than the a Requesting Holders Holder shall be included in a Demand Registration; provided Registration unless the managing Underwriter or Underwriters shall advise the Company and the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, distribution or timing of the offering (a "Material Adverse Effect"). Any additional securities to be sold for the account of the Company and any Ten Percent Holder may included in a Demand Registration pursuant to this Section 2.01(f) shall be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”)accordance with their relative rights. Furthermore, in the event that the managing underwriter advises Underwriter or Underwriters shall advise the Requesting Holders in writing (Company or the Requesting Holders determinethat even after exclusion of all securities of other Persons (including the Company) pursuant to the immediately preceding sentence, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an a Material Adverse Effect, the number of Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Company and the Requesting Holders are so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among all such the Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) basis of the number of Registrable Securities that requested to be included in such registration by each such Holder Requesting Holder; provided, however, that if any Registrable Securities requested to be registered pursuant to a Demand Registration under Section 2.01 are excluded from registration hereunder, then the Holder(s) having shares excluded ("Excluded Holders") shall have the right to withdraw all, or any part, of their shares from such registration; provided, further, that if less than 80% of the Registrable Securities requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be are actually included in therein, such Demand Registration; provided, however, that if, registration will not count as a result Demand Registration for purposes of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocablethis Section 2.01.

Priority on Demand Registrations. With respect If a Demand Registration is an underwritten registration and the managing underwriters of such offering determine in their good faith judgment and advise the company in writing that the aggregate number of (i) Restricted Securities of the selling Stockholders exercising their rights to participate in the Demand Registration on a demand basis pursuant to this Section 6 (or pursuant to any Demand Registration other similar agreement with the Company); (including any Underwritten Offering ii) shares of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for Common Stock of the account Company; and (iii) shares of Common Stock of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities Persons entitled to be sold for the account of the Company and any Ten Percent Holder may be included participate in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (orRegistration, in the each case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by registration statement, exceeds the Requesting Holders is sufficiently large (even after exclusion maximum number of all securities proposed shares of Common Stock that can reasonably be expected to be sold for the account of within a price range acceptable to the Company or any Ten Percent Holder pursuant to and the immediately preceding sentence) to cause an Adverse Effectselling Stockholders, then the number of Registrable Securities shares to be included in such Demand Registration registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing include (i) first, 100% of the number of Registrable Restricted Securities that each such Holder requested proposed to be included sold by the Initiating Stockholder (together with all other additional holders of the Company’s securities (including the Stockholders) exercising their rights to participate in such Demand Registration pursuant to this Agreement or any other agreement), such amount to be allocated pro rata among all such holders based upon the number of issued and outstanding securities of the class to be registered that are owned by each applicable holder as of the date of the Demand, and (ii) second, 100% of the aggregate number shares of Registrable Securities that all Requesting Holders requested Common Stock proposed to be included in sold by the Company. Any request for registration with respect to which such a market “cutback” with respect to such selling Stockholders occurs shall be deemed to constitute a Demand RegistrationRegistration for all purposes of this Section 6; provided, however, that if, as a result of if any such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement market “cutback” occurs with respect to a Demand Registration and the Initiating Stockholder is not able to sell at least seventy percent (70%) of the Restricted Securities which the Initiating Stockholder proposed to sell pursuant to such registrationDemand Registration, if any, and (b) then such withdrawal or reduction shall be irrevocablerequest for registration will not count against the number of Demands to which the Initiating Stockholder is entitled pursuant to this Section 6.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders and Joining Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, unless the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Majority Participating Holders determine in good faith after considering the relevant facts and circumstances at the relevant timedetermine) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “"Adverse Effect”)") and the Majority Holder making such Demand Request reasonably agrees. Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Majority Participating Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders and Joining Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder other Person pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders and Joining Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders and Joining Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder or Joining Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to The Company will not include in any Demand Long Form Registration or Short Form Registration any securities (including any Underwritten Offering of other than Company Registrable Securities) which are not Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account prior written consent of the Company and any Ten Percent Holder may be holders of at least a majority of the Registrable Securities included in such Demand registration. If a Long Form Registration if, or a Short Form Registration is an underwritten offering and only if, the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, that in the case of a Demand Registration not being underwritten, the Requesting Holders determine in their good faith after considering the relevant facts and circumstances at the relevant time) that opinion the inclusion of any other securities in the offering would adversely affect the marketability of the offering, then such other securities shall not adversely affect the price or success of the offering by the Requesting Holders (be permitted to be included. Additionally, if in connection with such an “Adverse Effect”). Furthermoreoffering, in the event that the managing underwriter advises underwriters advise the Requesting Holders Company in writing (or the Requesting Holders determine, as applicable, that in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and, if permitted hereunder, other securities requested to be included in such Demand Registration by (ii) offering exceeds the aggregate number of Registrable Securities that all Requesting Holders and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the Registrable Securities requested to be included in such Demand Registration; providedregistration, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all and (ii) second (x) if no Company Registrable Securities of the class or series that such Holder had are requested to be includedincluded in such registration, such Holder may elect the other securities requested to withdraw its request to include such Registrable Securities be included in such registration or may reduce pro rata among the holders of such other securities based on the number of shares of such other securities owned by each such holder, and (y) if Company Registrable Securities are requested to be included; provided, however, that (a) such request must be made included in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, the number of such other securities and (b) Company Registrable Securities requested to be included in such withdrawal or reduction shall registration pro rata among Company Registrable Securities and the holders of such other securities based on the number of shares of such other securities and Company Registrable Securities requested to be irrevocableincluded therein. Any Persons other than holders of Registrable Securities who participate in Demand Registrations must pay their share of the Registration Expenses incurred in connection therewith.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no No securities to be sold for the account of any Person (including the Company) other than the a Requesting Holders Holder shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, unless the managing underwriter advises or underwriters shall advise the Company or the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall will not materially and adversely affect the price or success completion of the offering by the Requesting Holders (an “a "Material Adverse Effect”"). Furthermore, in the event that the managing underwriter advises or underwriters shall advise the Requesting Holders in writing (Company or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large to cause a Material Adverse Effect (even after exclusion of all securities proposed to be sold for whether or not a Person other than a Requesting Holder has requested registration), the account Registrable Securities of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Company is so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among all such the Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) basis of the number of Registrable Securities that in each class Beneficially Owned by each such Requesting Holder. No Holder requested may participate in any registration statement hereunder unless such Holder (x) agrees to be included in sell such Demand Registration by (ii) the aggregate number of Holder's Registrable Securities that on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all Requesting Holders requested to be included questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents, each in customary form, reasonably required under the terms of such Demand Registrationunderwriting arrangements; provided, however, that if, as a result of no such proration, any Requesting Holder shall not be entitled required to include make any representations or warranties in a connection with any such registration all other than representations and warranties as to (i) such Holder's ownership of his or its Registrable Securities of the class or series that such Holder had requested to be includedsold or Transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder Holder's power and authority to effect such Transfer, and (iii) such matters pertaining to compliance with federal and state securities laws as may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be includedreasonably requested; providedprovided further, however, that (a) the obligation of such request must Holder to indemnify pursuant to any such underwriting arrangements shall be made several, and the liability of each such Holder will be in writing prior to proportion to, and provided further that such liability will be limited to, the earlier net amount received by such Holder from the sale of the execution of the underwriting agreement, if any, his or the execution of the custody agreement with respect its Registrable Securities pursuant to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect The Company will not include in any underwritten registration pursuant to Sections 1(a) or (c) any Demand Registration (including any Underwritten Offering securities that are not Registrable Securities without the prior written consent of the Initiating Holders holding a majority of the Registrable Securities for which registration was requested, which consent will not be unreasonably withheld, conditioned or delayed. Other than in connection with a Shelf Registration, if the managing Underwriter advises the Company that in its opinion the number of Registrable Securities pursuant (and, if permitted hereunder, other securities requested to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration ifoffering) exceeds the number of securities that can be sold in such offering without materially adversely affecting the successful marketability of the offering (including a material adverse effect on the per share offering price), the Company will include in such offering only such number of securities that in the opinion of such Underwriters can be sold without materially adversely affecting the successful marketability of the offering, which securities will be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities requested to be included in such registration by each of them, and only if(ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any Subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine Underwriter determines in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion participation of such securities shall not employee in such registration would adversely affect the marketability or offering price or success of the offering by the Requesting Holders (an “Adverse Effect”)securities being sold in such registration. Furthermore, in In the event that the managing underwriter advises Company shall not, by virtue of this Section 1(f), include in any Demand Registration all of the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed of any Holder requesting to be included in such Demand Registration by Registration, such Holder may, upon written notice to the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account Company given within five days of the Company or any Ten Percent time such Holder pursuant first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the immediately preceding sentence) Registrable Securities, if any, it desires to cause an Adverse Effect, have included will be so included and the number Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no No securities to be sold for the account of any Person (including the Company) other than the a Requesting Holders Holder shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, if the managing underwriter advises Underwriter or Underwriters shall advise the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not will materially and adversely affect the price or success of the offering (a "Material Adverse Effect"); PROVIDED, HOWEVER, that for purposes of the foregoing, with respect to a Demand Request made by the an Investor Group Demand Holder, all other Investor Group Holders who desire to participate in such Demand Registration shall be deemed to be Requesting Holders (for all purposes other than determining the number of Demand Requests made by such Investor Group Holders and with respect to a Demand Request made by an “Adverse Effect”)EES Group Demand Holder, all other EES Group Holders who desire to participate in such Demand Registration shall be deemed to be Requesting Holders for all purposes other than determining the number of Demand Requests made by such EES Group Holders. Furthermore, in the event that the managing underwriter advises Underwriter or Underwriters shall advise the Requesting Holders in writing (or that even after exclusion of all securities of other Persons pursuant to the Requesting Holders determineimmediately preceding sentence, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an a Material Adverse Effect, the number of Registrable Securities of Requesting Holders to be included in such Demand Registration shall be allocated PRO RATA among all such the Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) basis of the number of Registrable Securities that each such Holder shares of Common Stock requested to be included in such Demand Registration registration by (ii) the aggregate number of Registrable Securities that all each such Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableHolder.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no No securities to be sold for the account of any Person (including the Company) other than the Requesting Holders or Joining Holders shall be included in a Demand Registration; provided that securities to be sold for Registration unless the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the lead managing underwriter advises underwriters shall advise the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall will not adversely affect the price or success of the offering by the Requesting Holders (an “"Adverse Effect”"). Furthermore, in the event that the lead managing underwriter advises underwriters shall advise the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders and Joining Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder other Person pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number or principal amount, as the case may be, of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting and Joining Holders pro rata for each Holder based on the percentage derived by dividing (i) ratio which the number or principal amount, as the case may be, of Registrable Securities that each such Holder requests be included bears to the total number or principal amount, as the case may be, of Registrable Securities of all Holders that have been requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registrationregistration; provided, however, provided that if, as a result of such prorationpro-ration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had has requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number or principal amount, as the case may be, requested to be included; provided, however, that (ax) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, agreement or the execution of the custody agreement with respect to such registration, if any, registration and (by) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account prior written consent of the Company and any Ten Percent Holder may be holders of at least 75% of the Registrable Securities included in such registration. If a Demand Registration if, is an underwritten offering and only if, the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, in the case with a copy to each party hereto requesting registration of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant timeRegistrable Securities) that in their opinion the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities proposed and, if permitted hereunder, other securities requested to be included in such Demand Registration by offering exceeds the Requesting Holders is sufficiently large (even after exclusion number of all securities proposed to Registrable Securities and other securities, if any, which can be sold for in an orderly manner in such offering without adversely affecting the account marketability of the Company or any Ten Percent Holder pursuant offering (including the price range acceptable to the immediately preceding sentenceholders of a majority of the Registrable Securities initially requesting registration), the Company will include in such registration (i) to cause an Adverse Effectfirst, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by registration which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering (ii) including the aggregate acceptable price range), pro rata among the respective holders thereof on the basis of the number of Registrable Securities that all Requesting Holders owned by each such holder and (ii) second, other securities requested to be included in such Demand Registration; provided, however, that if, as a result pro rata among the holders of such proration, any Requesting Holder shall not be entitled to include in a registration all securities on the basis of the number of such securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their share of the class Registration Expenses as provided in Section 5 hereof. Notwithstanding anything in this Section 1(d) to the contrary, in the event that the IPO is a Demand Registration, EBG Investor Registrable Securities shall be included in such Demand Registration prior to the inclusion of any other Registrable Securities until the aggregate gross proceeds (i.e., before underwriters’ discounts or series that commissions) to the holders of EBG Investor Registrable Securities from sales pursuant to such Holder had requested to be included, such Holder may elect to withdraw its request to include such Demand Registration equal $300,000,000 and thereafter the priority among holders of Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction IPO shall be irrevocabledetermined in accordance with this Section 1(d); provided that in the event the IPO is a Demand Registration made on or after a date that is 24 months after the Trigger Date, Registrable Securities shall be included in such Demand Registration in accordance with this Section 1(d) without regard to this sentence.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no a) No securities to be sold for the account of any Person (including the Company) other than the Requesting Holders a Holder shall be included in a Demand Registration; provided Registration pursuant to Section 4.1 if, in the case that securities such registration is to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only ifan Underwritten Registration, the managing underwriter of the Underwritten Offering relating thereto advises the Requesting Demanding Holders and the Company in writing (or, in the case of a Demand Registration that such registration is not being underwrittento be an Underwritten Registration, the Requesting Demanding Holders requesting registration determine in good faith after considering the relevant facts and circumstances at the relevant timefaith) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the total amount of Registrable Securities proposed requested to be registered is such as to adversely affect the successful marketing (including the pricing) of the securities included in such offering, then the Company shall include in such registration all Registrable Securities requested to be included therein, up to the full amount that, in the view of such managing underwriter or such Demanding Holders requesting registration, as the case may be, can be sold without adversely affecting the success of such offering, before including any securities of any Person (including the Company) other than the Demanding Holders and the other Holders. If the number of shares to be included in any such Demand Registration offering is less than the aggregate number of Qualified Registrable Securities requested by Demanding Holders and the Requesting other Holders is sufficiently large (even after exclusion of all securities proposed to be sold for included therein, then the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration offering shall be allocated among all such Requesting Holders pro rata for each Holder based among such Demanding Holders and the other Holders on the percentage derived by dividing (i) basis of the number of Qualified Registrable Securities that each such Holder requested by Demanding Holders and the other Holders to be included in such Demand Registration by therein. (iib) Notwithstanding the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; providedforegoing, however, that if, as a result of such prorationpro-ration, any Requesting the Demanding Holder or Holders shall not be entitled to include in a registration all Registrable Securities of the class or series that such Demanding Holder or Holders had requested to be included, such then any Demanding Holder or group of Demanding Holders representing a majority of the number of Registrable Securities of Demanding Holders may elect to withdraw its such request to include such Registrable Securities in such Demand Registration and reimburse the Company for all out-of- pocket costs incurred in connection therewith (in which case such Demand Registration shall not count as a registration in accordance with Section 4.1(a)(i), (ii), (iii), (iv) or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocablev)).

Priority on Demand Registrations. With respect to (a) The Company will not include in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to a without the written consent of the Required Sofedit Stockholders (if the Required Sofedit Stockholders have requested such Demand Registration), subject to Article IIIthe Required Sofedit Institutional Stockholders (if the Required Sofedit Institutional Stockholders have requested such Demand Registration), no securities to be sold for the account of any Person Required CVC Stockholders (including if the CompanyRequired CVC Stockholders have requested such Demand Registration) other than or the Required Institutional Stockholders (if the Required Institutional Stockholders have requested such Demand Registration). (b) If the Requesting Holders shall Investors and other holders of Registrable Securities request Registrable Securities to be included in a Demand Registration that is an underwritten 8 11 offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of Registrable Securities that can be sold in such offering within a price range acceptable to the Requesting Investors who have made such Demand Registration; provided that , then the Company will include any securities to be sold for in such Demand Registration in the account following order and priority: (A) (i) first, the Registrable Securities owned by the Requesting Investors that have requested such registration, provided, that if the managing underwriters determine in good faith that a lower number of Registrable Securities should be included, then only that lower number of Registrable Securities requested to be included by the Company and any Ten Percent Holder may Requesting Investors shall be included in such Demand Registration ifregistration, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, Investors shall participate in the case of registration pro rata based upon their total ownership, on a Demand Registration not being underwrittenfully diluted basis, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large Securities, (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentenceii) to cause an Adverse Effectsecond, the number of Registrable Securities requested to be included by other Stockholders (whether requested pursuant to this Agreement or the Original Registration Rights Agreement), which, in the opinion of such Demand Registration shall underwriters, can be allocated among all such Requesting Holders sold, pro rata for each Holder among the respective holders based upon their total ownership, on a fully diluted basis, of Registrable Securities and provided, further, that if the percentage derived by dividing (i) the managing underwriters determine in good faith that a lower number of Registrable Securities that each held by Management Stockholders (as defined herein and as defined in the Original Registration Rights Agreement) and/or Additional Stockholders (as defined herein and as defined in the Original Registration Rights Agreement) than such Holder requested to pro rata portion should be included, then such lower number shall be included in such Demand Registration by (ii) the aggregate and, as a result thereof, a greater number of Registrable Securities that all Requesting Holders requested owned by the other Stockholders may be sold; (iii) third, the securities the Company proposes to sell and (iv) fourth, any securities other than Registrable Securities to be sold by Persons other than the Company included in such Demand Registration; provided, however, that if, as a result of such proration, pursuant to Section 2.5(a) hereof. (B) Any Person other than Stockholders including any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities securities in such registration or may reduce the number requested pursuant to be included; provided, however, that (a) such request Article II hereof must be made in writing prior to the earlier pay its share of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableRegistration Expenses as provided in Article VI hereof.

Priority on Demand Registrations. With respect to any If a Demand Registration (including any Underwritten Offering is an underwritten offering and the managing underwriter(s) advises the Company in writing that in its opinion the number of Registrable Securities pursuant and, if permitted hereunder, other securities requested to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration ifoffering exceeds the number of Registrable Securities and other securities, and only ifif any, which can be sold therein without adversely affecting the marketability of the offering, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the managing underwriter advises number of Registrable Securities requested by the Requesting Holders and the Company to be included in writing (orsuch offering that, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion opinion of such securities shall not underwriter(s), can be sold without adversely affect affecting the price or success marketability of the offering offering, pro rata among the respective Holders on the basis of the number of Registrable Securities owned by the Requesting Holders (an “Adverse Effect”). Furthermoreeach such Holder, and, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities proposed requested by the Holders is less than the number of securities which can be sold in such offering without adversely affecting the marketability of the offering, only then securities that are not Registrable Securities may be included, pro rata among the respective Holders thereof on the basis of the number of securities owned by each such Holder; provided, that, Advent Holdco agrees that if any Other Holder (other than any Advent Holder) has the contractual right to, and elects to, participate in such offering in an amount in excess of such Other Holder’s pro rata portion as determined hereunder, the number of securities of such Other Holder to be included in such Demand Registration by offering will reduce the Requesting Holders is sufficiently large (even after exclusion number of all securities proposed permitted to be sold for by the account Advent Holders (collectively, but allocated among them as determined by Advent Holdco or Advent) in such offering; provided, further, that if such underwriter(s) provide written notice advising in good faith that participation in the offering by any Holder who is, or is an Affiliate of, any employee of the Company or any Ten Percent Holder pursuant to of its Subsidiaries would materially and adversely affect the immediately preceding sentence) to cause an Adverse Effectmarketability of such offering, the number of then Registrable Securities held by one or more such Holders may be excluded (in whole or in part) from such offering, even if such exclusion would not allow such Holders to be included in such Demand Registration shall be allocated among all such Requesting Holders participate on a pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each basis with such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableother Holders.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no No securities to be sold for the account of any Person (including the Company and including any other holder of capital stock of the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, unless (i) the managing underwriter advises or underwriters shall advise the Company or the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall will not materially and adversely affect the price or success of the offering (a "MATERIAL ADVERSE EFFECT") and (ii) the Holders of not less than a majority of the Registrable Shares held by the Requesting Holders to be covered by such registration (by numbers of shares of Common Stock of the Company represented by such Registrable Shares on an “Adverse Effect”as-if-converted basis) shall have consented in writing to the inclusion of such other securities; PROVIDED, HOWEVER, that such consent required by clause (ii) shall not be required with respect to the inclusion of securities for the account of members of the Company's management representing up to 33% of the total dollar value of securities to be included in the Demand Registration (the "MANAGEMENT HOLDERS"). Furthermore, and subject to the immediately preceding sentence, in the event that the managing underwriter advises or underwriters shall advise the Requesting Holders in writing (Company or the Requesting Holders determinethat even after exclusion of all securities of other Persons (other than the Management Holders) pursuant to the immediately preceding sentence, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities Shares proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an a Material Adverse Effect, the number Registrable Shares of Registrable Securities Requesting Holders and Management Holders to be included in such Demand Registration shall be allocated pro rata among all such the Requesting Holders pro rata for each Holder based and Management Holders on the percentage derived by dividing (i) basis of the number of Registrable Securities that each such Holder Shares requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in each such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableManagement Holder.

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration (including that is an underwritten offering any Underwritten Offering securities that are not Registrable Securities without the prior written consent of the managing underwriters. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities pursuant and, if permitted hereunder, other securities requested to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration ifoffering exceeds the number of Registrable Securities and other securities, and only ifif any, which can be sold therein without adversely affecting the marketability of the offering, in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the managing underwriter advises Company shall include in such registration prior to the Requesting Holders and inclusion of any securities which are not Registrable Securities: (i) In the Company in writing case of Long-Form Registrations, (ori) first, the number of Investor Registrable Securities requested to be included which, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion opinion of such securities shall not underwriters, can be sold without adversely affect affecting the price or success marketability of the offering by in an orderly manner within the Requesting Holders (an “Adverse Effect”). Furthermoreprice range of such offering, in pro rata among the event that respective holders thereof on the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that basis of the amount of Registrable Securities proposed owned by each such holder and (ii) second, if all Investor Registrable Securities requested to be included in such Demand Registration by are included, the Requesting Holders is sufficiently large number of Other Registrable Securities (even after exclusion of all securities proposed defined below) requested to be sold for included which, in the account opinion of the Company or any Ten Percent Holder pursuant to underwriters, can be sold without adversely affecting the immediately preceding sentencemarketability of the offering in an offering, pro rata among the respective holders thereof on the basis of the amount of Other Registrable Securities owned by each such holder. (ii) to cause an Adverse EffectIn the case of Short-Form Registrations, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived held by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Major Holders requested to be included which, in such Demand Registration; provided, however, that if, as a result the opinion of such prorationunderwriters, any Requesting Holder shall not can be entitled to include sold without adversely affecting the marketability of the offering in a registration all an orderly manner within the price range of such offering, pro rata among the respective Major Holders thereof on the basis of the amount of Registrable Securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their share of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities Registration Expenses as provided in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableSection 4 hereof.

Priority on Demand Registrations. With If the managing underwriter or underwriters shall advise the Requesting Holders that the Proposed Offering Share Amount in respect to any of such Demand Registration is sufficiently large to adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”), the Registrable Shares and shares of Common Stock to be included in such Demand Registration shall equal the number of shares that can be sold in such offering without an Adverse Effect, as advised by the managing underwriter or underwriters (the “Advised Offering Share Amount”). Any securities to be included in a Demand Registration shall be allocated on the following basis: (a) in respect of the first registration (including any Underwritten Offering Demand Registrations and Piggyback Registrations) following termination of the Holder Lock-Up Period, the Registrable Securities pursuant to a Demand Registration), subject to Article III, no Shares of the Holders shall have priority over the securities to be sold for the account of any Person other Persons (including the Company) up to the Proposed Offering Share Amount; further, in the event that the managing underwriter or underwriters provide an Advised Offering Share Amount, such amount shall first include the Registrable Shares the Holders elect to include in such registration and then, subject to the Advised Offering Share Amount, include any other than the Requesting Holders shall securities requested to be included in a Demand Registration; provided that such registration, including securities to be sold for the account of the Company; (b) in respect of the next registration (including any Demand Registrations and Piggyback Registrations) immediately following the registration in clause (a) above and in which the Company and any Ten Percent Holder may has elected to include securities to be included in such Demand Registration if, and only ifsold for its own account, the managing underwriter advises the Requesting Holders and shares of Common Stock of the Company in writing shall have priority over the securities of any other Persons (or, in including the case of a Demand Registration not being underwritten, Holders) up to the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). FurthermoreProposed Offering Share Amount; further, in the event that the managing underwriter advises or underwriters provide an Advised Offering Share Amount, such amount shall first include the Requesting Holders shares of Common Stock the Company elects to include in writing (or such registration and then, subject to the Requesting Holders determineAdvised Offering Share Amount, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed include any other securities requested to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed registration, including Registrable Shares to be sold for the account of the Company or Holders; and (c) except as otherwise set forth in this Agreement, in respect of all registrations (including any Ten Percent Holder pursuant to Demand Registrations and Piggyback Registrations) other than the immediately preceding sentenceregistrations described in clauses (a) to cause an Adverse Effectand (b) above, Registrable Shares of the number of Registrable Securities Holders, on the one hand, and the securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata sold for each Holder based the account of the Company, on the percentage derived by dividing (i) other hand, shall, in the number of Registrable Securities event that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled and the Company have elected to include in a registration all their Registrable Securities Shares or shares of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities Common Stock in such registration in accordance with this Agreement, have equal priority over the securities of any other Person and each comprise fifty percent (50%) (or may reduce such other percentage as mutually agreed by the number requested Holders and the Company) of the Proposed Offering Share Amount and, if applicable, the Advised Offering Share Amount; further, in respect of the priority between Registrable Shares of the Holders, on the one hand, and the securities to be included; provided, however, that (a) such request must be made in writing prior to sold for the earlier account of the execution Company, on the other hand, each shall comprise fifty percent (50%) of the underwriting agreement, if any, or the execution aggregate shares of the custody agreement with respect Common Stock sold pursuant to such registration, if any, unless otherwise agreed to in writing by each of the Holders and (b) such withdrawal or reduction shall be irrevocablethe Company.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the CompanyLionsgate) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company Lionsgate and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company Lionsgate in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company Lionsgate or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect The Company may include Common Stock other than Registrable Common Stock in a Demand Registration on the terms provided below and in Section 2(h) hereof, and, if such Demand Registration is an underwritten offering, only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Holders requesting such Demand Registration that in their opinion the number of shares of Common Stock proposed to any be included in the Demand Registration exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Common Stock proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration (including any Underwritten Offering i) first, the number of Registrable Securities pursuant shares of Common Stock that the Holders propose to a Demand Registration)sell, subject to Article IIIand (ii) second, no securities the number of shares of Common Stock proposed to be sold for the account of included therein by any Person other Persons (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities shares of Common Stock to be sold for the account of the Company and any Ten Percent Holder and/or other Holders) allocated among such Persons in such manner as they may agree. If the number of shares of Common Stock which can be included sold is less than the number of shares of Common Stock proposed to be registered pursuant to clause (i) above by all the Holders proposing to sell, the amount of Common Stock to be so sold shall be allocated pro rata among the holders of Common Stock desiring to participate in such Demand Registration ifon the basis of the number of shares of Common Stock initially proposed to be registered by such holders or as such holders may otherwise agree; provided , and only ifthat, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a if such Demand Registration not being underwritten, is requested prior to the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success first anniversary of the offering by the Requesting Holders (an “Adverse Effect”). Furthermoredate hereof, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed Common Stock to be included so sold shall be allocated (1) first, to the shares of Registrable Common Stock requested to be registered by the Holders requesting such Demand Registration and (2) second, pro rata among the other holders of Common Stock desiring to participate in such Demand Registration by on the Requesting Holders is sufficiently large (even after exclusion basis of all securities the number of shares of Common Stock initially proposed to be sold for the account of the Company registered by such holders or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in as such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder holders may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableotherwise agree.

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration (including any Underwritten Offering of securities that are not Registrable Securities pursuant to without the prior written consent of the Sponsor or, in the event of a Long-Form Registration only, the Initiating Holders. If a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company Registration is an underwritten offering and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, that in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and, if permitted hereunder, other securities requested to be included in such Demand Registration by (ii) offering exceeds the aggregate number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the marketability of the offering (the “Offering Quantity”), the Company shall include in such registration securities in the following priority: (i) first, before including any securities which are not Registrable Securities, the Company shall include all of the Registrable Securities requested to be included by the Sponsor and, if applicable, the Initiating Holders, and if such number exceeds the Offering Quantity, then the Company shall include only (a) the Sponsor’s Offering Quantity or (b), in the event of a Long-Form Registration only, the Initiating Holders’ pro rata share of the Offering Quantity, based on the number of Registrable Securities then beneficially owned on a fully converted basis by the Initiating Holders; (ii) second, to the extent (and only to the extent) that all Requesting Holders the Offering Quantity exceeds the aggregate amount of Registrable Securities which are requested to be included in such Demand Registration; providedregistration, however, that if, as a result of such proration, any Requesting Holder the Company shall not be entitled to include in a such registration all Registrable Securities of the class or series that such Holder had requested to be includedincluded by the non-Initiating Shareholders, and if such Holder may elect to withdraw its request to number exceeds the Offering Quantity, the Company shall include only such non-Initiating Shareholders’ pro rata share of the Offering Quantity, based on the amount of Registrable Securities beneficially owned by such non-Initiating Shareholders; and (iii) third, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of Registrable Securities which are requested to be included in such registration, the Company shall include in such registration or may reduce the number any other securities requested to be included; provided, however, that (a) such request must be made included in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableOffering.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering offering of Registrable Securities pursuant to a Demand Registration), subject to Article IIIRegistration in the form of an underwritten offering, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders and Joining Holders and any New Purchasers exercising registration rights shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, unless the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall will not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders, Joining Holders and New Purchasers is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder other Person pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities and New Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders, Joining Holders and New Purchasers exercising registration rights therewith effected pro rata for each Holder based on the percentage derived by dividing (i) ratio that the number of Registrable Securities that each such Holder requested to be included in such Demand Registration registration statement or New Registrable Securities that each such New Purchaser requested to be included in such registration statement, as the case may be, bears to the amount represented by the sum of (iiA) the aggregate total number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registrationregistration statement and (B) the total number of New Registrable Securities requested to be included in such registration statement; provided, however, provided that if, as a result of such prorationpro-ration, any Requesting Holder, Joining Holder or New Purchaser shall not be entitled to include in a registration all Registrable Securities or New Registrable Securities, as the case may be, of the class or series that such Holder or New Purchaser had requested to be included, such Holder or New Purchaser may elect to withdraw its request to include such Registrable Securities or New Registrable Securities, as the case may be, in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, agreement or the execution of the custody agreement with respect to such registration, if any, registration and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to The Company shall not -------------------------------- include in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account prior written consent of the Company and any Ten Percent Holder may be holders of a majority of the Registrable Securities included in such registration. If a Demand Registration if, is an underwritten offering and only if, the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, that in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and, if permitted hereunder, other securities requested to be included in such Demand Registration by (ii) registration exceeds the aggregate number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of Registrable Securities that all Requesting Holders making such Demand Registration, the Company shall include in such registration: (i) first, the Investor Registrable Securities requested to be included in such Demand Registration; providedregistration, however, that if, as a result pro rata among the holders of such proration, any Requesting Holder shall not be entitled to include in a registration all Investor Registrable Securities on the basis of the class or series that number of shares owned by such Holder had holders; (ii) second, the Seller Registrable Securities requested to be includedincluded in such registration, pro rata among the holders of such Holder may elect to withdraw its request to include such Seller Registrable Securities in such registration or may reduce on the basis of the number of shares owned by such holders; (iii) third, the Management Registrable Securities requested to be included; provided, however, that (a) such request must be made included in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, pro rata among the holders of such Management Registrable Securities on the basis of the number of shares owned by such holders; and (biv) fourth, other securities requested to be included in such withdrawal or reduction shall registration, pro rata among the holders thereof on the basis of the number of their securities requested to be irrevocable.included therein. Without the consent of the Company and the holders of a majority of the Registrable Securities included in such registration, any Persons other than holders of Registrable Securities who participate in Demand Registrations must pay their share of the Registration Expenses as provided in Section 5 hereof. ---------

Priority on Demand Registrations. With respect to Newco shall not include in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account prior written consent of the Company and any Ten Percent Holder may be holders of at least 90% of the Registrable Securities included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of registration. If a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts is an underwritten offering and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders underwriters advise Newco in writing (or the Requesting Holders determine, as applicable, that in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and, if permitted hereunder, other securities requested to be included in such Demand Registration by (ii) offering exceeds the aggregate number of Registrable Securities that all Requesting Holders and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the TPI Registrable Securities or PCA Registrable Securities, as applicable, initially requesting registration, Newco will include in such registration: (A) if requested by the holders of the TPI Registrable Securities or by the holders of the PCA Registrable Securities at any time during the 14-month period commencing on the date hereof (the "SPECIAL PRIORITY PERIOD"), only the number of Registrable Securities which such underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: (i) first, the TPI Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such TPI Registrable Securities on the basis of the number of shares requested to be included by each such holder; (ii) second, the PCA Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such PCA Registrable Securities on the basis of the number of shares requested to be included by each such holder; (iii) third, the Transferee Registrable Securities, if any, requested to be included therein, pro-rata among the holders of such Transferee Registrable Securities on the basis of the number of shares requested to be included by each such holder; and (iv) fourth, any other securities requested to be included in such Demand Registrationregistration; provided, however, that if, as a result and (B) if requested by the holders of such proration, any Requesting Holder shall not be entitled to include in a registration all the TPI Registrable Securities or by the holders of the class or series that PCA Registrable Securities at any time after the Special Priority Period, only the number of Registrable Securities which such Holder had underwriters advise in writing can be sold in such manner and within such price range in the following order of priority: (i) first, the TPI Registrable Securities and the PCA Registrable Securities requested to be includedincluded therein, such Holder may elect to withdraw its request to include pro-rata among the holders of such Registrable Securities in such registration or may reduce on the basis of the number of shares requested to be included; providedincluded by each such holder; (ii) second, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreementTransferee Registrable Securities, if any, or requested to be included therein, pro-rata among the execution holders of such Transferee Registrable Securities on the basis of the custody agreement with respect number of shares requested to be included by each such holder; and (iii) third, any other securities requested to be included in such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect Subject to the provisions of this Section 2, the Company shall not include in any Demand Registration (including any Underwritten Offering of securities other than Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without: (i) the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account written consent of the Company and any Ten Percent Holder may Shareholders representing at least a majority of the Registrable Securities to be included in such registration and (ii) if such Demand Registration if, and only ifis an underwritten offering, the consent of the managing underwriter advises underwriter(s). If the Requesting Holders managing underwriter(s) in any requested Demand Registration advise(s) the Company and the Company Initiating Shareholders of the Registrable Securities proposed to be registered in writing (or, that in its or their opinion the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities proposed to be included in any such Demand Registration by registration exceeds the Requesting Holders is sufficiently large (even after exclusion largest number of all securities that can be expected to be sold in such offering and/or that the number of Registrable Securities proposed to be included in any such registration would have an adverse effect on the offering, including the price per share at which the Company’s equity securities can be sold for the account of in such offering, the Company or any Ten Percent Holder pursuant shall include in such registration only the number of Registrable Securities that in the opinion of such managing underwriter(s) can be sold without adversely affecting the offering; provided, however, that the number of Registrable Securities to be sold in such underwriting shall not be reduced unless all other securities are first entirely excluded from the immediately preceding sentence) underwriting. If the number of Registrable Securities that can be sold is less than the number of Registrable Securities proposed to cause an Adverse Effectbe registered, the number of Registrable Securities to be included in such Demand Registration so sold shall be allocated among all such Requesting Holders pro rata for each Holder based among the Shareholders of Registrable Securities that desire to participate in such registration on the percentage derived basis of the amount of Registrable Securities beneficially owned by dividing (i) such Shareholders. If the number of shares that the Initiating Shareholders are allowed to include in a Demand Registration is less than 75% of the number of Registrable Securities that each such Holder Initiating Shareholders requested to be included in such Demand Registration due to a reduction by (ii) the aggregate number Company pursuant to the provisions of Registrable Securities that all Requesting Holders requested to be included in this Section 2(b), such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder Registration shall not be entitled to include in a registration all Registrable Securities counted for purposes of the class or series that such Holder had requested limitations to be included, such Holder may elect to withdraw its request to include such Registrable Securities two registrations set forth in such registration or may reduce the number requested to be included; provided, however, that (asecond and fourth sentences of Section 2(c) such request must be made in writing prior to of this Agreement for the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableInitiating Shareholders.

Priority on Demand Registrations. With respect to (i) The Company shall not include in any Demand Registration (including any Underwritten Offering securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. Without the consent of the Company, any Persons other than holders of Registrable Securities pursuant to who participate in Demand Registrations must pay their share of the Registration Expenses as provided in Section 5 hereof. (ii) If on a Demand Registration), subject to Article III, no securities to be sold for Registration requested by the account holders of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account majority of the Company and any Ten Percent Holder may be included in i2 Registrable Securities: (A) such Demand Registration if, is an underwritten offering; and only if, (B) the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, that in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and, if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of the i2 Registrable Securities making such Demand Registration by Registration, then the Company shall include in such registration: (ii1) first, the aggregate i2 Registrable Securities and the Investor Registrable Securities, pro rata among the holders of such i2 Registrable Securities and Investor Registrable Securities on the basis of the number of shares owned by such holders; (2) second, the Registrable Securities that all Requesting Holders other than both the i2 Registrable Securities and the Investor Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by such holders; and (3) third, other securities which are not Registrable Securities requested to be included in such Demand Registration; providedregistration pursuant to contractual registration rights ("OTHER REGISTRABLE SECURITIES"), however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities pro rata among the holders thereof on the basis of the class or series that such Holder had number of their securities requested to be includedincluded therein. (iii) If on any of the Demand Registrations requested by the holders of a majority of the Existing Registrable Securities: (A) such Demand Registration is an underwritten offering; and (B) the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Holder may elect registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to withdraw its request to the holders of Existing Registrable Securities, the Company shall include in such registration: (1) first, the Investor Registrable Securities, pro rata among the holders of such Investor Registrable Securities on the basis of the number of shares owned by such holders; (2) second, the Registrable Securities other than the Investor Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by such holders; and (3) third, Other Registrable Securities requested to be included in such registration or may reduce pursuant to contractual registration rights, pro rata among the holders thereof on the basis of the number of their securities requested to be included; providedincluded therein. (iv) Notwithstanding the provisions of Section 1(e)(iii) above, howeverthe holders of a majority of the i2 Registrable Securities shall be entitled, that on one of the four Demand Registrations requested by the holders of a majority of the Existing Registrable Securities, to provide written notice to the Company and the Investor of their intent to have their Registrable Securities included in such Demand Registration on a pari passu basis as the Investor Registrable Securities, in which case, if (aA) such request must be made Demand Registration is an underwritten offering; and (B) the managing underwriters advise the Company in writing prior that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the earlier holders of Existing Registrable Securities making such Demand Registration, then the Company shall include in such registration: (1) first, the i2 Registrable Securities and the Investor Registrable Securities, pro rata among the holders of such i2 Registrable Securities and Investor Registrable Securities on the basis of the execution number of shares owned by such holders; (2) second, the Registrable Securities other than both the i2 Registrable Securities and the Investor Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the underwriting agreementnumber of shares owned by such holders; and (3) third, if anyOther Registrable Securities requested to be included in such registration pursuant to contractual registration rights, or pro rata among the execution holders thereof on the basis of the custody agreement with respect number of their securities requested to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableincluded therein.

Priority on Demand Registrations. With respect to any If a Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company is an underwritten offering and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, that in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and other securities requested to be included in such Demand Registration by (ii) offering exceeds the aggregate number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities or M&C Registrable Securities, as the case may be, initially requesting such registration, the Company shall include in any such registration, prior to the inclusion of any securities which are not Registrable Securities, only the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering (referred to herein as the “Marketable Registrable Securities”); provided that all Requesting Holders prior to the Recapture Date, the number of Marketable Registrable Securities requested to be included in any such Demand Registration; provided, however, registration shall be allocated among the holders of the Investor Registrable Securities and M&C Registrable Securities so that if, as a result the holders of such proration, any Requesting Holder Investor Registrable Securities shall not be entitled to include in a registration all Registrable Securities sell 65% of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Marketable Registrable Securities in such registration or may reduce offering (allocated pro rata among the holders of such Investor Registrable Securities on the basis of the number requested to be included; provided, however, that (a) of Investor Registrable Securities owned by each such request must be made in writing holder immediately prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, ) and (b) such withdrawal or reduction the holders of M&C Registrable Securities shall be irrevocableentitled to sell 35% of such Marketable Registrable Securities in such offering (allocated pro rata among the holders of such Other Registrable Securities on the basis of the number of Other Registrable Securities owned by each such holder immediately prior to such registration), and, after the Recapture Date, the Marketable Registrable Securities shall be allocated pro rata among the holders of Investor Registrable Securities and M&C Registrable Securities on the basis of the number of Registrable Securities owned by each such holder immediately prior to such registration.

Priority on Demand Registrations. With respect to The Company will not include in -------------------------------- any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities without the prior written consent of the holders of a majority of the ▇▇▇▇ Registrable Securities or, in the case where the holders of Bear ▇▇▇▇▇▇▇ Registrable Securities have requested the Demand Registration pursuant to Section 1, the holders of a majority of Bear ▇▇▇▇▇▇▇ Registrable Securities. If a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company Registration is an underwritten offering and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, in the case with a copy to each party hereto requesting registration of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant timeRegistrable Securities) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and, if permitted hereunder, other securities requested to be included in such Demand Registration by (ii) offering exceeds the aggregate number of Registrable Securities that all Requesting Holders and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which in such Demand Registration; provided, however, that if, as a result the opinion of such prorationunderwriters can be sold without adversely affecting the marketability of the offering, any Requesting Holder shall not be entitled to include in a registration all first pro rata among the respective holders of the Registrable Securities on the basis of the class or series amount of Registrable Securities owned by each such holder and then, to the extent that such Holder had requested to any securities which are not Registrable Securities can still be included, pro rata among the respective holders thereof on the basis of the amount of such Holder may elect to withdraw its request to include securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in such registration or may reduce Demand Registrations which are not at the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreementCompany's expense, if any, or the execution must pay their share of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.Registration Expenses as provided in Section ------- 5 hereof. -

Priority on Demand Registrations. With respect to If any Demand Registration (including or any Underwritten Offering of Registrable Securities registration effected pursuant to a Demand Registration)Section 3.3 hereof is an underwritten offering, subject and the managing underwriters shall give written advice to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration registration that, in the good faith opinion of such managing underwriters, marketing factors require a limitation on the total number of securities to be underwritten (in this paragraph 3.1.5. called the Underwriters' Maximum Number), then: (i) the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities shall be allocated among all such Requesting Holders pro rata for each Holder based among such Holders of such Registrable Securities on the percentage derived by dividing (i) basis of the number of Registrable Securities that requested to be included therein by each such Holder Holder; (ii) subject to paragraph 3.2.4.1. hereof, if the Underwriters' Maximum Number exceeds the number of Registrable Securities requested by all Holders thereof to be included in such registration, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company to be included in such registration for the account of the Company and which shall not be greater than such excess; and (iii) subject to 3.2.4.1. hereof, if the Underwriters' Maximum Number exceeds the number of Registrable Securities requested by the Holders thereof to be included in such registration and that number of securities which shall have been requested by the Company to be included in such registration for the account of the Company, then the Company will be obligated and required to include in such registration that number of Registrable Securities which shall have been requested to be included in such Demand Registration registration by the Holders thereof and which shall not be greater than such excess; and (iiiv) subject to 3.2.4.1. hereof, if the aggregate Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such Demand Registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that all Requesting number of other securities which persons (other than the Holders as such) shall have requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder registration and which shall not be entitled to include in a registration all Registrable Securities of the class or series that greater than such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableexcess.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of If a Demand Registration not being underwritten, is an underwritten registration and the Requesting Holders managing underwriter(s) of such offering determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion aggregate number of such securities shall not adversely affect the price (i) Registrable Investor Shares, Registrable Management Shares or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determineRegistrable Mezzanine Shares, as applicable, of the Selling Holders exercising their rights to participate in good faith after considering the relevant facts Demand Registration on a demand basis pursuant to this Section 4.2 or on a piggyback basis pursuant to Section 4.3, (ii) securities of the Company to be sold by the Company and circumstances at (iii) securities of the relevant time) that the amount of Registrable Securities Company to be sold by any Other Holders, in each case proposed to be included in such Demand Registration by registration statement, exceeds the Requesting Holders is sufficiently large (even after exclusion maximum number of all securities proposed that can reasonably be expected to be sold within a price range acceptable to the Investor Holders, the Management Holders or the Mezzanine Holders, as applicable, that made the Demand, then the total number of securities of the Company to be offered for the account of the Selling Holders, the Company and any Other Holders in such registration shall be reduced or any Ten Percent Holder pursuant limited PRO RATA (and to zero, if necessary) in proportion to the immediately preceding sentence) to cause an Adverse Effect, the respective number of Registrable Securities securities requested to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on registered to the percentage derived by dividing (i) extent necessary to reduce the total number of Registrable Securities that each such Holder securities requested to be included in such Demand Registration by (ii) registration to the aggregate maximum number of Registrable Securities securities that all Requesting Holders requested can reasonably be expected to be included in therein and still satisfy such price requirement. Any request for registration with respect to which such a market "cutback" occurs shall be deemed to constitute a Demand Registration for all purposes of this Article 4; PROVIDED, HOWEVER, that if any such market "cutback" occurs with respect to a Demand Registration and all such Selling Holders that made the Demand are not able to sell at least eighty percent (80%) of each class of the Registrable Shares that such Selling Holders proposed to sell pursuant to such Demand Registration; provided, howeverthen such request for registration will not count against the number of Demands to which the Investor Holders, the Management Holders or the Mezzanine Holders, as applicable, that if, as made the Demand are entitled pursuant to this Section 4.2. For purposes of determining the necessity of a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement market "cutback" with respect to such registration, if anyany Demand Registration pursuant to this Section 4.2, and (b) such withdrawal or reduction the allocations to the Company and holders of securities of the Company resulting therefrom, calculations that involve the number of securities of the Company shall be irrevocablemade on a fully-diluted basis, as applicable, or as otherwise determined in good faith by the Board of Directors.

Priority on Demand Registrations. With respect to If, in any Demand Registration (including any involving an Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises or underwriters thereof advise the Requesting Demanding Holders and or the Company in writing (or, that in its or their reasonable opinion the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities proposed to be included sold in such Demand Registration by exceeds the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to number that can be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all offering or will adversely affect the success of such Requesting Holders pro rata for each Holder based offering (including, without limitation, an impact on the percentage derived by dividing (i) selling price or the number of Registrable Securities that each such Holder requested to be included any participant may sell), the Company shall include in such Demand Registration registration only the number of Registrable Securities, if any, which in the opinion of such underwriter or underwriters can be sold without having an adverse effect on the success of the offering and in accordance with the following priority: (i) first, Registrable Securities held by Demanding Holders in the group initially requesting such registration, allocated pro rata among such group (ii) based upon the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided) and (ii) second, however, that if, as a result pro rata (based upon the number of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, included in such Holder may elect to withdraw its request registration by such Holders) among the other Holders of Registrable Securities who have requested to include such Registrable Securities in such registration or may reduce the number registration. If all Registrable Securities requested to be included; providedsold in the Underwritten Offering are included therein, howeverthe Company may include other shares of Stock in such offering in accordance with the following priority, that but not to exceed the number recommended by the managing underwriter or underwriters: (ax) such request must first, pro rata among any other stockholders of the Company having piggyback or other similar registration rights and (y) second, shares of Stock proposed to be made in writing sold by or for the account of the Company. Notwithstanding the foregoing, if prior to the earlier filing of any Demand Registration Statement, the Company has received Demand Notices from both the Smit▇ ▇▇▇up and the Yucaipa Group, then the Smit▇ ▇▇▇up shall have priority until such time as the Smit▇ ▇▇▇up Priority Amount of Registrable Securities (including all Registrable Securities sold by the Smit▇ ▇▇▇up under any prior Restricted Registration after the date hereof) has been included and thereafter the Smit▇ ▇▇▇up and the Yucaipa Group shall be permitted to include their Registrable Securities in any such Demand Registration on an equal basis (i.e. each group will be entitled to 50% of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.remaining share

Priority on Demand Registrations. With respect (i) Subject to any paragraph (ii) below, if the managing underwriters of the Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of advise the Company and any Ten Percent Holder may be included in such the Demand Registration if, and only if, Group that in their opinion the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities Shares proposed to be included in such the Demand Registration by exceeds the Requesting Holders is sufficiently large number of shares which can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (even after exclusion including the price per share of all securities the Registrable Shares proposed to be sold for in such underwritten offering) (the account of “Maximum Offering Size”), the Company or any Ten Percent Holder pursuant shall include in such Demand Registration, (1) first, all Registrable Shares that such Demand Registration Group proposes to include, up to the immediately preceding sentenceMaximum Offering Size, (2) second, to cause an Adverse Effectthe extent the number of Registrable Shares included in the Demand Registration under clause (i) is less than the Maximum Offering Size, the number of Registrable Securities Shares requested to be included therein by any Minority Shareholder or Affiliate Transferee, pro rata among all such Minority Shareholders and Affiliate Transferees of the basis of the number of Registrable Shares requested to be included therein, in an aggregate amount not to exceed the Maximum Offering Size less the Registrable Shares included under clause (1); such that the sum of the Registrable Shares proposed under clause (1) plus the number of Registrable Shares proposed to be registered under clause (2) does not exceed the Maximum Offering Size. (ii) In the event that the Telstra Shareholder Group and the Orchid Shareholder Group exercise their rights to a Demand Registration such that paragraph (i) applies and the Registrable Shares proposed to be included in such the Demand Registration shall by the Demand Registration Group exceed the Maximum Offering Size then (for the purposes of paragraph (i)(1)) the Registrable Shares of each of the Telstra Shareholders Group and the Orchid Shareholder Group to be allocated among all such Requesting Holders included in the Demand Registration will be pro rata for each Holder based rated on the percentage derived by dividing (i) basis of the number of Registrable Securities Shares that each such Holder requested to be included in such the relevant group has proposed as a proportion of the total number of shares that the Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableGroup has proposed.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities No securi ties to be sold for the account of any Person (including the Company) other than the a Requesting Holders Holder shall be included in a Demand Registration; provided that securities to be sold for Registration unless the account of managing Underwriter or Underwriters shall advise the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall will not materially and adversely affect the price or success of the offering by the Requesting Holders (an “a "Material Adverse Effect”"). Furthermore, in the event that the managing underwriter advises Underwriter or Underwriters shall advise the Requesting Holders in writing (Company or the Requesting Holders determinethat even after exclusion of all securities of other Persons (including the Company) pursuant to the immediately preceding sentence, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently suffi ciently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an a Material Adverse Effect, the number of Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Company and the Requesting Holders are so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among all such the Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) basis of the number of Registrable Securities that each such Holder requested to be included in such Demand Registration registration by (ii) the aggregate number of Registrable Securities that all each such Requesting Holders requested to be included in such Demand RegistrationHolder; provided, however, that if, as a result of such proration, if any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be includedregistered pursuant to a Demand Registration under Section 2.01 are excluded from registration hereunder, such Holder may elect then the Holder(s) having shares excluded ("Excluded Holders") shall have the right to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if anyall, or the execution any part, of the custody agreement with respect to their shares from such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account prior written consent of the Company and any Ten Percent Holder may be holders of a majority of the Registrable Securities included in such registration. If a Demand Registration if, is an underwritten offering and only if, the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, that in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and, if permitted hereunder, other securities requested to be included in such Demand Registration by (ii) registration exceeds the aggregate number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of Registrable Securities that all Requesting Holders making such Demand Registration, the Company shall include in such registration: (i) first, the Investor Registrable Securities requested to be included in such Demand Registration; providedregistration, however, that if, as a result pro rata among the holders of such proration, any Requesting Holder shall not be entitled to include in a registration all Investor Registrable Securities on the basis of the class or series that number of shares owned by such Holder had holders; (ii) second, the Seller Registrable Securities requested to be includedincluded in such registration, pro rata among the holders of such Holder may elect to withdraw its request to include such Seller Registrable Securities on the basis of the number of shares owned by such holders; (iii) third, the Management Registrable Securities requested to be included in such registration, pro rata among the holders of such Management Registrable Securities on the basis of the number of shares owned by such holders; and (iv) fourth, other securities which are not Registrable Securities requested to be included in such registration or may reduce pursuant to contractual registration rights ("OTHER REGISTRABLE SECURITIES"), pro rata among the holders thereof on the basis of the number of their securities requested to be included; provided, however, that (a) such request must be made in writing prior to included therein. Without the earlier consent of the execution Company and the holders of a majority of the underwriting agreement, if any, or the execution of the custody agreement with respect to Registrable Securities included in such registration, if any, and (b) such withdrawal or reduction shall be irrevocableany Persons other than holders of Registrable Securities who participate in Demand Registrations must pay their share of the Registration Expenses as provided in Section 5 hereof.

Priority on Demand Registrations. With respect Except for the piggyback registration rights set forth in Section 2 of each of the following agreements: (i) the Company's Registration Agreement with ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, dated ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the Company's Registration Agreement with ▇▇▇▇▇▇▇ Research Corporation, dated October 18, 1995, (iii) the Company's Registration Agreement with Purchasers of Series C Preferred Shares, dated August 21, 1996, and (iv) the Company's Registration Agreement with Petra Capital, LLC, dated March 26, 1998, and except for the registration rights set forth in the Company's Registration Agreement with ▇▇▇▇▇▇▇▇▇ Science, Ltd., dated December 20, 1996 (which piggyback and registration rights are subject to the priority in such registration of all Registrable Securities and are subject to cut-back as provided in the second sentence of this paragraph 1(d)), the Company will not include in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to without the written consent of the holders of a majority of the Registrable Securities requesting such registration. If a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration ifis an underwritten offering, and only if, the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, that in their opinion the case number of a Demand Registration not being underwrittenRegistrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering, the Requesting Holders determine Company will include in good faith after considering the relevant facts and circumstances at the relevant time) that such registration prior to the inclusion of such any securities shall which are not adversely affect Registrable Securities the price or success number of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, Registrable Securities requested to be included which in the event that opinion of such underwriters can be sold, pro rata among the managing underwriter advises respective holders on the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that basis of the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number owned. Any Persons other than holders of Registrable Securities to be included who participate in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities Registrations must pay their share of the class or series that such Holder had requested Registration Expenses as provided in paragraph 5 unless otherwise agreed to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce by the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier Company's board of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocabledirectors.

Priority on Demand Registrations. With respect ON FORM S-1. If the managing underwriters in any underwritten Demand Registration, whether pursuant to any Sections 2(a)(i), 2(a)(ii) or 2(a)(iii), shall give written advice to the Company and the Holders of Registrable Securities that the number of securities proposed to be included in such registration exceeds the Underwriters' Maximum Number, then: (i) the Company will be obligated and required, in the first instance, to include in such registration, (A) for written requests pursuant to Section 2(a)(i), that number of Series D Investor Registrable Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters' Maximum Number, (B) for written requests pursuant to Section 2(a)(ii), that number of Series C Investor Registrable Securities and Series D Investor Registrable Securities (if Series D Investors choose to join in such Demand Registration Registration) requested by the Holders thereof to be included in such registration, which does not exceed the Underwriters' Maximum Number (such Registrable Securities to be allocated PRO RATA among the Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder), or (C) for written requests pursuant to Section 2(a)(iii), that number of Series B Investor Registrable Securities and Series D Investor Registrable Securities (if Series D Investors choose to join in such Demand Registration) requested by the Holders thereof to be included in such registration, which does not exceed the Underwriters' Maximum (such Registrable Securities to be allocated PRO RATA among the Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder); (ii) if the Underwriters' Maximum Number exceeds (A) for written requests pursuant to Section 2(a)(i), the number of Series D Investor Registrable Securities requested by the Holders thereof to be included in such registration, (B) for written requests pursuant to Section 2(a)(ii), the number of Series C Investor Registrable Securities and Series D Investor Registrable Securities (if Series D Investors choose to join in such Demand Registration) requested by the Holders thereof to be included in such registration, or (C) for written requests pursuant to Section 2(a)(iii), the number of Series B Investor Registrable Securities and Series D Investor Registrable Securities (if Series D Investors choose to join in such Demand) requested by the Holders thereof to be included in such registration, then in each instance the Company will be obligated and required to include in such registration that number of Registrable Securities (including any Underwritten Offering Series D Investor Registrable Securities requested by the Holders thereof to be included in such registration as to which Series D Investors did NOT choose to join in such Demand Registration) requested by the Holders thereof to be included in such registration (such Registrable Securities to be allocated PRO RATA among the Holders thereof on the basis of the number of Registrable Securities requested to be included therein by each such Holder) and which shall not be greater than such excess; (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such Demand Registration pursuant to a Demand Registration)Sections 2(c)(i)-(ii) above, subject to Article III, no securities to be sold for then the account Company may include in such registration that number of any Person other Securities which persons (including the Company) other than the Requesting Holders as such) shall have requested to be included in a Demand Registrationsuch registration and which shall not be greater than such excess; provided and (iv) if the Underwriters' Maximum Number exceeds the sum of the numbers pursuant to Sections 2(c)(i)-(iii) above, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company to be sold included in such registration for the account of the Company and which shall not be greater than such excess. Neither the Company nor any Ten Percent Holder may of its stockholders (other than Holders of Registrable Securities) shall be included entitled to include any securities in such any underwritten Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of unless the Company or any Ten Percent Holder pursuant such stockholders (as the case may be) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder and the Requesting Holders holders of the Other Registrable Shares shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, unless the managing underwriter advises or underwriters shall advise the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall will not materially and adversely affect the price or success of the offering by the Requesting Holders (an “a "Material Adverse Effect”"). Furthermore, in the event that the managing underwriter advises or underwriters shall advise the Requesting Holders in writing (or that even after exclusion of all securities of other Persons pursuant to the Requesting Holders determineimmediately preceding sentence, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities Shares proposed to be included in such Demand Registration by the Requesting Holders and the holders of the Other Registrable Shares is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an a Material Adverse Effect, the number Registrable Shares of the Requesting Holders and the holders of the Other Registrable Securities Shares to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among all such the Requesting Holders pro rata for each Holder based and the holders of Other Registrable Shares on the percentage derived by dividing (i) basis of the number of Registrable Securities that each such Holder Shares held by the Requesting Holders and the number of shares owned by holders of Other Registrable Shares who have requested shares to be included in such registration. The term "Other Registrable Shares" shall mean shares of Common Stock that the Company has a contractual obligation to register the offer and sale of in a Demand Registration by pursuant to a validly existing registration rights or similar agreement in effect on the date of this Agreement (ii) collectively the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable"Other Registration Rights Agreements").

Priority on Demand Registrations. With respect to If the managing underwriters in any Demand Registration (including any Underwritten Offering pursuant to this Section 3 shall give written advice to the Company and the Stockholders that, in their opinion, there is an Underwriters' Maximum Number of shares of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may successfully be included in such Demand Registration ifregistration, and only if, then: (i) if the managing underwriter advises Underwriters' Maximum Number is less than the Requesting Holders and the Company in writing (or, in the case number of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount shares of Registrable Securities proposed requested to be included in such registration, the Company will be obligated and required to include in such registration that number of shares of Registrable Securities which does not exceed the Underwriters' Maximum Number, and such number of shares of Registrable Securities shall be allocated (A) first, pro rata among the Stockholders of the class or classes of securities which initiated the Demand Registration pursuant to this Section 3 (such Stockholders being referred to herein as the "Demanding Stockholders") on the basis of the number of shares of Registrable Securities requested to be included therein by each such Demanding Stockholder, up to the Underwriters' Maximum Number, before any other securities are included therein, and (B) next, pro rata among the Stockholders (other than the Demanding Stockholders) on the basis of the number of shares of Registrable Securities requested to be included therein by each such Stockholder, up to the number of securities which they requested to include in such registration which does not exceed the difference between the Underwriters' Maximum Number and that number of securities included in such registration pursuant to clause (A) of this sentence; and (ii) if the Underwriters' Maximum Number exceeds the number of shares of Registrable Securities requested to be included in such registration, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Requesting Holders is sufficiently large (even after exclusion Company or by other securityholders of all securities proposed the Company to be sold included in such registration for the account of the Company or such other securityholders and which shall not be greater than such excess. Neither the Company nor any Ten Percent Holder pursuant of its securityholders shall be entitled to include any securities in any underwritten Demand Registration unless the Company or such securityholders (as the case may be) shall have agreed to such inclusion and unless the Company and such other securityholders shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect Subject to the provisions of this Section 2, the Company shall not include in any Demand Registration (including any Underwritten Offering of securities other than Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person without: (including the Companyi) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Majority Demand Registration, the written consent of the Shareholders representing at least a majority of the Registrable Securities to be included in such registration or (ii) in the case of a Moelis Demand Registration, the written consent of Moelis; and, if such Demand Registration not being underwrittenis an underwritten offering, without the consent of the managing underwriter(s). If the managing underwriter(s) of the requested Demand Registration advise the Company, the Requesting Holders determine in good faith after considering the relevant facts and circumstances Shareholders representing at the relevant time) that the inclusion of such securities shall not adversely affect the price or success least a majority of the offering by the Requesting Holders Registrable Securities proposed to be registered (an “Adverse Effect”). Furthermore, in the event that case of a Majority Demand Registration) and Moelis (in the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determinecase of a Moelis Demand Registration), as applicable, in good faith after considering writing that in their opinion the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities proposed to be included in any such Demand Registration by registration exceeds the Requesting Holders is sufficiently large (even after exclusion largest number of all securities that can be expected to be sold in such offering and/or that the number of Registrable Securities proposed to be included in any such registration would have an adverse effect on the offering, including the price per share at which the Company’s equity securities can be sold for the account of in such offering, the Company or any Ten Percent Holder pursuant shall include in such registration only the number of Registrable Securities that in the opinion of such managing underwriter(s) can be sold without adversely affecting the offering; provided, however, that the number of shares of Registrable Securities to be sold in such underwriting shall not be reduced unless all other securities are first entirely excluded from the immediately preceding sentence) underwriting. If the number of Registrable Securities that can be sold is less than the number of Registrable Securities proposed to cause an Adverse Effectbe registered, the number of Registrable Securities to be included in such Demand Registration so sold shall be allocated among all such Requesting Holders pro rata for each Holder based among the Shareholders of Registrable Securities that desire to participate in such registration on the percentage derived basis of the amount of Registrable Securities beneficially owned by dividing (isuch Shareholders. If the number of shares that the Shareholder(s) are allowed to include in a Demand Registration is less than 75% of the number of Registrable Securities that each such Holder Shareholder(s) requested to be included in such Demand Registration due to a reduction by (ii) the aggregate number Company pursuant to the provisions of Registrable Securities that all Requesting Holders requested to be included in this Section 2(b), such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder Registration shall not be entitled to include in a registration all Registrable Securities counted for purposes of the class or series that such Holder had requested limitations to be included, such Holder may elect to withdraw its request to include such Registrable Securities three registrations set forth in such registration or may reduce the number requested to be included; provided, however, that (asecond and fourth sentences of Section 2(c) such request must be made in writing prior to of this Agreement for the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableShareholder(s).

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration (including any Underwritten Offering securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% of the Registrable Securities being requested to be registered. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities pursuant and, if permitted hereunder other securities requested to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration ifoffering, exceeds the number of Registrable Securities and only ifother securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the managing underwriter advises Holders owning more than 50% of the Requesting Holders and Registrable Securities being requested to be registered, then the Company shall include in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such securities shall not adversely affect registration pursuant to contractual obligations with the Company) the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price or success range of such offering, pro rata among the offering by respective holders thereof on the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that basis of the amount of Registrable Securities proposed owned by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 4 hereof. Notwithstanding any other provision of this Agreement if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be included in such Demand registered on a particular Registration by Statement (and notwithstanding that the Requesting Holders is sufficiently large (even after exclusion Company used diligent efforts to advocate with the Commission for the registration of all securities proposed or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effectits Registrable Securities, the number of Registrable Securities to be included registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in such Demand Registration shall the case that some Warrant Shares may be allocated among all such Requesting registered, to the Holders on a pro rata for each Holder basis based on the percentage derived by dividing (i) the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Conversion Shares (applied, in the case that each such Holder requested some Conversion Shares may be registered, to be included in such Demand Registration by (ii) the aggregate Holders on a pro rata basis based on the total number of Registrable Securities that all Requesting Holders requested to be included in unregistered Conversion Shares held by such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableHolders).

Priority on Demand Registrations. With respect to The Company shall not include -------------------------------- in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account prior written consent of the Company and any Ten Percent Holder may be Registration Rights Holders holding a majority of the Registrable Securities included in such registration. If a Demand Registration if, is an underwritten offering and only if, the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, that in their opinion the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities proposed and, if permitted hereunder, other securities requested to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Registration Rights Holders holding a majority of the Registrable Securities to be included in such Demand Registration registration without adversely affecting the marketability of the offering, the Company shall be allocated among all only include Registrable Securities in such Requesting Holders pro rata for each Holder based on registration and shall include Registrable Securities in such registration in the percentage derived by dividing following priority, (i) first, the number of Registrable Securities that each requested to be included by ----- Virgin, Rho and Columbia House which in the opinion of such Holder underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of their respective percentage ownership of Registrable Securities, and (ii) second, all securities requested ------ to be registered by the Other Holders which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of their respective percentage ownership of Registrable Securities. If the total number of Registrable Securities requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to registration cannot be included as provided in such Demand Registration; providedthe preceding sentence, however, that if, as a result the Initiating Holder of such prorationregistration shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, any Requesting Holder in the event of such withdrawal, such request shall not be entitled to include in a registration all Registrable Securities counted for purposes of the class or series that requests for registration to which such Initiating Holder had requested is entitled pursuant to be includedSection 2, unless such Initiating Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce pays the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier expenses of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the CompanyHERC) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company HERC and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company HERC in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “"Adverse Effect”"). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company HERC or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to any Demand If a Piggyback Registration (including any Underwritten Offering of Registrable Securities is -------------------------------- an underwritten registration pursuant to a Demand Registration), subject to Article III, no securities to be sold demand for the account of any Person registration (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwrittenunder Section 3 hereof, the Requesting Holders determine in good faith after considering priority of which will be --------- governed by Section 3.4 below) by holders of Other Registrable Shares and the relevant facts and circumstances at ----------- managing underwriters advise the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders Corporation in writing (or the Requesting Holders determine, as applicable, that in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number shares of Registrable Securities that each such Holder Common Stock requested to be included in such Demand Registration registration exceeds the number which can be marketed (a) at a price per share reasonably related to the then-current market value per share of the Common Stock, and (b) without materially and adversely affecting the entire offering, the Corporation will include in such registration up to the amount determined advisable by the underwriters: (iii) first, (A) the aggregate number shares of Common Stock requested to be included therein by the holders of Other Registrable Securities that all Requesting Holders Shares on behalf of whom such registration has been initially requested; (B) the Purchaser Registrable Shares requested to be included in such Demand Registrationregistration by the holders of Purchaser Registrable Shares hereunder; providedand (C) any securities that the Corporation proposes to sell, howeverpro --- rata, that ifamong the parties in clauses (A), as a result (B) and (C)based on the number of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities shares ---- of the class or series that such Holder had Common Stock requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities included in such registration or may reduce by the number requested holders thereof; and (ii) second, the Junior Preferred Shares and any other shares of Common Stock held by stockholders of the Corporation which are not entitled to be included; provided, however, that (a) such request must be made in writing prior to pari passu with the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement Purchaser Registrable Shares with respect to such registration (including the Founders Shares), requested to be included in such registration, if anypro rata among the holders of such Junior Preferred Shares and other shares on --- ---- the basis of the number of shares which are owned by such holders and requested to be included in such registration, or otherwise pursuant to any contractual registration rights applicable to such shares. Without limiting this Section 2.3 or Section 2.2, (i) no Founders Shares ----------- ----------- shall be included in an underwritten registration by the Corporation unless all of the Purchaser Registrable Shares requested to be included in such registration pursuant to this Agreement are permitted to be included in such registration, and (bii) such withdrawal or reduction no shares of Common Stock (including Founders Shares) held by executive officers of the Corporation shall be irrevocableincluded in an underwritten registration if the managing underwriters advise the Corporation that the inclusion of shares of Common Stock held by executive officers of the Corporation will adversely affect the offering.

Priority on Demand Registrations. With respect to The Company will not include in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account written consent of the Company and any Ten Percent Holder may be holders of a majority of the Registrable Securities included in such Demand Registration if, and only if, registration. If the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, that in their opinion the case number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering in an orderly manner in such offering within a price range acceptable to the holders of a Demand Registration not being underwrittenmajority of the Registrable Securities included in such registration (a “Cut-back Request”), the Requesting Holders determine Company will include in good faith after considering the relevant facts and circumstances at the relevant time) that such registration prior to the inclusion of such any securities shall which are not adversely affect Registrable Securities, (i) first, the price or success number of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, Conversion Registrable Securities requested to be included which in the event that opinion of such underwriters can be sold, pro rata among the managing underwriter advises respective holders on the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that basis of the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large owned, and (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentenceii) to cause an Adverse Effectsecond, the number number, if any, of Executive Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included which in the opinion of such Demand Registration by (ii) the aggregate number of underwriters can be sold in addition to all Conversion Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such pro rata among the respective holders on the basis of the amount of Executive Registrable Securities owned. Notwithstanding the foregoing, in the event of a Demand Registration which is initiated by the holders of the Conversion Registrable Securities relating to converted Series I Preferred Stock, Series IV Preferred Stock, Series V Preferred Stock or Series V-1 Preferred Stock (the “Series I/IV/V/V-1 Registrable Securities”), the Company will, in the event of a Cut-back Request, include in such registration or may reduce offering (i) first, the number of Series I/IV/V/V-1 Registrable Securities which in the opinion of such underwriters can be sold, pro rata among the respective holders on the basis of the amount of Registrable Securities owned, (ii) second, the number of Conversion Registrable Securities relating to converted Series II Preferred Stock which in the opinion of such underwriters can be sold, pro rata among the respective holders on the basis of the amount of Registrable Securities owned, and (iii) third, the Executive Registrable Securities requested to be included; providedincluded that can be sold, however, that (a) such request must be made in writing prior to pro rata among the earlier respective holders on the basis of the execution amount of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableRegistrable Securities owned.

Priority on Demand Registrations. With respect to any If the Demand Registration (including any Underwritten Offering is an underwritten offering and the managing underwriters for such Demand Registration advise the Company and the applicable Requesting Holders that the number of Registrable Securities pursuant and, if permitted hereunder, other securities requested to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, exceeds the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities proposed and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the First Priority Registrable Securities requested to be included in such Demand Registration by the 5% Requesting Holders, pro rata among such 5% Requesting Holders holding First Priority Registrable Securities on the basis of the total number of shares of Common Stock owned by each such 5% Requesting Holder immediately prior to such offering; (ii) second, all Registrable Securities of all other Holders requested to be included in such Demand Registration and all Second Priority Registrable Securities requested to be included in such Demand Registration by the 5% Requesting Holders, pro rata among all such Holders on the basis of the number of shares of Common Stock owned by each such Holder after taking into account sales in the offering of the First Priority Registrable Securities; and (iii) third, the securities the Company proposes to sell; provided however that, with respect to the IPO Demand Registration only as to which Section 3 does not apply, the order of priority shall be as follows: (x) first, the Registrable Securities requested to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for and the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of other Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) Holders, which in the aggregate judgment of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among all such Holders of such Registrable Securities on the basis of the number of Registrable Securities that all Requesting Holders requested to be included in therein by each such Demand RegistrationHolder; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (by) such withdrawal or reduction shall be irrevocablesecond, the securities the Company proposes to sell.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the CompanyHertz) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company Hertz and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company Hertz in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company Hertz or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no No securities to be sold for the account of any Person (including the Company) other than the a Requesting Holders Holder shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, if the managing underwriter advises Underwriter(s) shall advise the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not will materially and adversely affect the price or success of the offering by the Requesting Holders (an a “Material Adverse Effect”); provided, however, that for purposes of the foregoing, (i) with respect to a Demand Request made by a Sponsor Demand Holder, all other Sponsor Holders who desire to participate in such Demand Registration and, for the first two (2) Demand Requests made by the Sponsor Demand Holders only, all Non-Sponsor Holders who have the right to participate in such Demand Registration in accordance with paragraphs (e) and (f) below or pursuant to an exercise of their rights under Section 2.2, shall be deemed to be Requesting Holders for all purposes other than determining the number of Demand Requests made by such Holders, and (ii) with respect to a Demand Request made by the Non-Sponsor Demand Holders, all of the Non-Sponsor Demand Holders who desire to participate in such Demand Registration shall be deemed to be Requesting Holders and, for the first Demand Request made by the Non-Sponsor Demand Holders only, all Sponsor Holders who have the right to participate in such Demand Registration in accordance with paragraphs (e) and (f) below or pursuant to an exercise of their rights under Section 2.2, shall be deemed to be Requesting Holders for all purposes other than determining the number of Demand Requests made by such Holders. Furthermore, in the event that the managing underwriter advises Underwriter(s) shall advise the Requesting Holders in writing (or that even after exclusion of all securities of other Persons pursuant to the Requesting Holders determineimmediately preceding sentence, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an a Material Adverse Effect, the number of Registrable Securities of Requesting Holders to be included in such Demand Registration shall be allocated pro rata among all such the Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) basis of the number of Registrable Securities that each such Holder shares of Common Stock requested to be included in such Demand Registration registration by (ii) the aggregate number of Registrable Securities that all each such Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableHolder.

Priority on Demand Registrations. With respect to If the managing underwriters in any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant shall give written advice to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration registration of an Underwriters’ Maximum Number, then: (i) the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters’ Maximum Number, and such number of Registrable Securities shall be allocated among all such Requesting Holders pro rata for each Holder based among the Holders of such Registrable Securities on the percentage derived by dividing (i) basis of the number of Registrable Securities that requested to be included therein by each such Holder Holder; (ii) if the Underwriters’ Maximum Number exceeds the number of Registrable Securities requested by the Holders thereof to be included in such Demand Registration registration, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company to be included in such registration for the account of the Company and which shall not be greater than such excess; and (iiiii) if the aggregate Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such Demand Registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that all Requesting number of other securities which persons (other than the Holders as such) shall have requested be included in such registration and which shall not be greater than such excess. Neither the Company nor any of its securityholders (other than Holders of Registrable Securities) shall be entitled to include any securities in any underwritten Demand Registration unless the Company or such securityholders (as the case may be) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the Registrable Securities to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to The Company will not include in any Demand Long-Form Registration (including or Short-Form Registration any Underwritten Offering of securities which are not Registrable Securities pursuant to without the prior written consent of the holders of a Demand Registration), subject to Article III, no securities to be sold for majority of the account of any Person (including the Company) other than the Requesting Holders shall be Registrable Securities included in a Demand Registration; provided such registration, except that securities to be sold for the account shares of the Company and any Ten Percent Holder Common Stock may be included in such Demand as required pursuant to Existing Registration if, and only if, Rights (as defined below) so long as the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion number of such securities shall not adversely affect so included, when combined with the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities proposed to be included therein, does not exceed the number which, in the reasonable judgment of the managing underwriter thereof, can be sold at the price and on the terms substantially as proposed by the holders of a majority of the Registrable Securities requested to be included therein. For purposes hereof, "Existing Registration Rights" means rights in effect on the Closing Date, set forth in the agreements listed on Schedule 4.3(a) or 4.3(b) attached hereto and held on the Closing Date (x) by stockholders of the Company, to cause the Company to register shares of Common Stock held by such holders on the Closing Date, and (y) by other Persons, to cause the Company to register shares of Common Stock issuable to such Persons under, and subject to the then existing terms of, options, warrants or other rights held by such Persons on the Closing Date. If a Long-Form Registration or a Short-Form Registration is an underwritten offering and the managing underwriter(s) advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration by offering, exceeds the Requesting Holders is sufficiently large (even after exclusion number of all securities proposed to Registrable Securities and other securities, if any, which can be sold for therein without adversely affecting the account marketability of the Company or any Ten Percent Holder pursuant offering then, subject to the immediately preceding sentencefirst sentence of this paragraph, the Company will include in such registration (i) to cause an Adverse Effectfirst, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration registration pro rata, if necessary, among the holders of Registrable Securities based on the number of shares of Registrable Securities owned by each such holder and (ii) second, other securities of the aggregate number of Registrable Securities that all Requesting Holders Company requested to be included in such Demand Registration; providedregistration pursuant to Existing Registration Rights pro rata, howeverif necessary, that if, as a result on the basis of the number of shares of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that other securities owned by each such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableholder.

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration (including any Underwritten Offering securities which are not Registrable Securities without the prior written consent of the holders of at least 50% of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company that in their opinion the number of Registrable Securities pursuant to a Demand Registration)and, subject to Article IIIif permitted hereunder, no other securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed requested to be included in such Demand Registration by offering exceeds the Requesting Holders is sufficiently large (even after exclusion number of all securities proposed to Registrable Securities and other securities, if any, which can be sold for in an orderly manner in such offering within the account price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company or any Ten Percent Holder pursuant to the immediately preceding sentencewill include in such registration (i) to cause an Adverse Effectfirst, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) registration which in the aggregate opinion of such underwriters can be sold in such manner in the acceptable price range, pro rata among the respective holders thereof on the basis of the number of Registrable Securities that all Requesting Holders owned by each such holder and (ii) second, other securities requested to be included in such Demand Registration; provided, however, that if, as a result pro rata among the holders of such prorationsecurities on the basis of the number of such securities owned by each such holder. Notwithstanding anything herein to the contrary, any Requesting Holder shall not be entitled to include in a registration all if the managing underwriters determine that the inclusion of the number of Registrable Securities held by management of the class or series that such Holder had requested Company proposed to be includedincluded in any such offering would adversely affect the marketability of such offering, the Company may exclude such Holder may elect to withdraw its request to include such number of Registrable Securities held by management as necessary or desirable to negate such adverse impact. Any Persons other than holders of Registrable Securities who participate in such registration or may reduce Demand Registrations which are not at the number requested to be included; provided, however, that (a) such request Company’s expense must be made in writing prior to the earlier pay their share of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableRegistration Expenses as provided in Section 5 hereof.

Priority on Demand Registrations. With respect Subject to the provisions of this Section 2, the Company shall not include in any Demand Registration (including any Underwritten Offering of securities other than Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without: (i) the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account written consent of the Company and any Ten Percent Holder may Holders representing at least a majority of the Registrable Securities to be included in such registration and (ii) if such Demand Registration if, and only ifis an underwritten offering, the consent of the managing underwriter advises underwriter(s). If the Requesting Holders managing underwriter(s) in any requested Demand Registration advise(s) the Company and the Company Initiating Holders of the Registrable Securities proposed to be registered in writing (or, that in its or their opinion the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities proposed to be included in any such Demand Registration by registration exceeds the Requesting Holders is sufficiently large (even after exclusion largest number of all securities that can be expected to be sold in such offering and/or that the number of Registrable Securities proposed to be included in any such registration would have an adverse effect on the offering, including the price per share at which the Company’s equity securities can be sold for the account of in such offering, the Company or any Ten Percent Holder pursuant shall include in such registration only the number of Registrable Securities that in the opinion of such managing underwriter(s) can be sold without adversely affecting the offering; provided, however, that the number of Registrable Securities to be sold in such underwriting shall not be reduced unless all other securities are first entirely excluded from the immediately preceding sentence) underwriting. If the number of Registrable Securities that can be sold is less than the number of Registrable Securities proposed to cause an Adverse Effectbe registered, the number of Registrable Securities to be included in such Demand Registration so sold shall be allocated among all such Requesting Holders pro rata for each Holder based on among the percentage derived by dividing (i) the number Holders of Registrable Securities that each desire to participate in such Holder registration on the basis of the amount of Registrable Securities beneficially owned by such Holders. Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within three (3) months after the effective date of a previous S-3 Registration or a previous registration under which the Holders had piggyback registration rights pursuant to Section 3 hereof wherein the Holders were permitted to register, and actually sold, at least 50% of the Registrable Securities requested to be included therein by such Holders. The Company may postpone or withdraw for up to one hundred twenty (120) days the confidential submission, filing or the effectiveness of (or suspend the use of) a Registration Statement for a Demand Registration if (A) based on the reasonable judgment of the disinterested members of the Board, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the Board has determined would not be in the best interest of the Company to be disclosed at such time or (B) the Company is pursuing a material financing, material acquisition or other material corporate transaction; provided that if the Company exercises its right to withdraw the filing or the effectiveness of a Registration Statement for a Demand Registration then the Initiating Holders may withdraw its or their request for such Demand (and such Demand shall not count against such Initiating Holders). The Company shall provide written notices to the relevant Initiating Holders requesting such Demand Registration by of (iix) any postponement or withdrawal of the filing or effectiveness of (or suspension of the use of) a Registration Statement pursuant to this Section 2(c), (y) the aggregate number of Registrable Securities that all Requesting Holders requested Company’s decision to be included in such Demand Registration; provided, however, that if, as a result refile or seek effectiveness of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) Registration Statement following such withdrawal or reduction postponement (or suspension) and (z) the effectiveness of such Registration Statement. The restrictions set forth in this Section 2(c) shall be irrevocableapply regardless of the form of the Registration Statement containing Registrable Securities and for the avoidance of doubt shall apply to S-3 Registrations. Notwithstanding anything to the contrary herein, the Company shall have no obligation to register, file any Registration Statement or take any other action during any underwriter lock-up period applicable to the Company’s Public Offering to the extent any such action would result in a violation of such lock-up agreement of the Company.

Priority on Demand Registrations. With respect to If the managing underwriters in any underwritten Demand Registration shall give written advice to the Company and the Holders of Investor Registrable Securities to be included in such registration of an Underwriters' Maximum Number, then: (including any Underwritten Offering i) the Company will be obligated and required to include in such registration that number of Investor Registrable Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters' Maximum Number, and such number of Investor Registrable Securities shall be allocated pro rata among the Holders of such Investor Registrable Securities on the basis of the number of Investor Registrable Securities requested to be included therein by each such Holder; (ii) if the Underwriters' Maximum Number exceeds the number of Investor Registrable Securities requested by the Holders thereof to be included in such registration, then the Company will be obligated and required to include in such registration that number of Other Registrable Securities requested by the Holders thereof to be included in such registration and which does not exceed such excess and such Other Registrable Securities shall be allocated pro rata among the Holders thereof on the basis of the number of Other Registrable Securities requested to be included therein by each such Holder; (iii) if the Underwriters' Maximum Number exceeds the number of Registrable Securities pursuant requested by the Holders thereof to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided such registration, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company to be sold included in such registration for the account of the Company and any Ten Percent Holder which shall not be greater than such excess; and (iv) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such Demand Registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which persons (other than the Holders as such) shall have requested be included in such registration and which shall not be greater than such excess. Neither the Company nor any of its stockholders (other than Holders of Investor Registrable Securities) shall be entitled to include any securities in any underwritten Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of unless the Company or any Ten Percent Holder pursuant such stockholders (as the case may be) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the immediately preceding sentence) to cause an Adverse Effect, the number of Investor Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no No securities to be sold for the account of any Person (including the Company) other than the a Requesting Holders Holder shall be included in a Demand Registration (other than a Shelf Registration; provided ) unless the managing Underwriter or Underwriters shall advise the Company and the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, distribution or timing of the offering (a "Material Adverse Effect"). Any additional securities to be sold for the account of the Company and any Ten Percent Holder may included in a Demand Registration pursuant to this Section 2.01(f) shall be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”)accordance with their relative rights. Furthermore, in the event that the managing underwriter advises Underwriter or Underwriters shall advise the Requesting Holders in writing (Company or the Requesting Holders determinethat even after exclusion of all securities of other Persons (including the Company) pursuant to the immediately preceding sentence, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an a Material Adverse Effect, the number of Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Company and the Requesting Holders are so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among all such the Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) basis of the number of Registrable Securities that requested to be included in such registration by each such Holder Requesting Holder; provided, however, that if any Registrable Securities requested to be registered pursuant to a Demand Registration under Section 2.01 are excluded from registration hereunder, then the Holder(s) having shares excluded ("Excluded Holders") shall have the right to withdraw all, or any part, of their shares from such registration; provided, further, that if less than 80% of the Registrable Securities requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be are actually included in therein, such Demand Registration; provided, however, that if, registration will not count as a result Demand Registration for purposes of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocablethis Section 2.01.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities i) If a requested registration pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the CompanySection 1(a) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company involves an underwritten public offering and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing or lead underwriter advises NationsRent in writing, with a copy to each Holder requesting registration, that in its opinion the Requesting Holders and the Company in writing (or, in the case number of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed requested to be included in such Demand Registration by the Requesting Holders is sufficiently large registration (even after exclusion of all including securities proposed to be sold for the account by NationsRent or by other persons who are not Holders of the Company or any Ten Percent Holder pursuant to the immediately preceding sentenceRegistrable Securities) to cause an Adverse Effect, exceeds the number of securities which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority (by number of shares) of the Registrable Securities that are requested to be included in such Demand registration and the holders of a majority (by number of shares) of the Series A Registrable Securities that are requested to be included in such registration, if any, pursuant to the piggyback rights contained in Section 2(a) of the Series A Registration Rights Agreement, without adversely affecting the marketability of the offering, NationsRent shall be allocated among all include in such Requesting Holders pro rata for each Holder based on registration prior to the percentage derived by dividing (i) inclusion of any other securities the number of Registrable Securities that are requested to be included, and the number of Series A Registrable Securities that are requested to be included pursuant to the piggyback rights contained in Section 2(a) of the Series A Registration Rights Agreement, which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities or Series A Registrable Securities requested by each such Holder holder to be included in such offering. (ii) If a requested registration pursuant to Section 1(a) of the Series A Registration Rights Agreement involves an underwritten public offering and the managing or lead underwriter advises NationsRent in writing, with a copy (at the address set forth in the Series A Registration Rights Agreement) to each holder of Series A Registrable Securities requesting registration, that in its opinion the number of securities requested to be included in such Demand Registration registration (including securities to be sold by (iiNationsRent or by other persons who are not holders of Series A Registrable Securities) exceeds the aggregate number of securities which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority (by number of shares) of the Series A Registrable Securities that all Requesting Holders are requested to be included in such Demand Registration; provided, however, that if, as registration and the Holders of a result majority (by number of such proration, any Requesting Holder shall not be entitled to include in a registration all shares) of the Registrable Securities of the class or series that such Holder had are requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities included in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, pursuant to the piggyback rights contained in Section 2(a) of this Agreement, without adversely affecting the marketability of the offering, NationsRent shall include in such registration prior to the inclusion of any other securities the number of Series A Registrable 4 Securities that are requested to be included and (bthe number of Registrable Securities that are requested to be included pursuant to the piggyback rights contained in Section 2(a) of this Agreement, which in the opinion of such withdrawal underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Series A Registrable Securities or reduction shall Registrable Securities requested by each such holder to be irrevocableincluded in such offering.

Priority on Demand Registrations. With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the CompanyHertz) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company Hertz and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company Hertz in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “"Adverse Effect”"). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company Hertz or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration that is an underwritten offering any Class C Units, Class D Units or other securities that were issued directly or indirectly with respect to Class C Units or Class D Units by way of a dividend, distribution or equity split or in connection with an exchange or a combination of equity interests, recapitalization, reclassification, merger, consolidation or other reorganization (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for common stock issued in connection with the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account conversion of the Company from a limited liability company to a corporation) that are held by an employee of the Company or any of its Subsidiaries or any person controlled by any such employee without the prior written consent of the managing underwriters and shall not include in any Ten Percent Holder may be Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the WCP Registrable Securities included in such registration. If a Demand Registration if, is an underwritten offering and only if, the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (or, that in their opinion the case number of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of WCP Registrable Securities proposed and, if permitted hereunder, other securities requested to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, offering exceeds the number of WCP Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the WCP Registrable Securities initially requesting such Demand Registration, then the Company shall include in such registration only that number of securities which in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) first, the WCP Registrable Securities and Other Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration, the inclusion of which the holders of a majority of the WCP Registrable Securities to be included in such Demand Registration shall registration have consented to in writing, which in the opinion of such underwriters can be allocated among all sold in an orderly manner without such Requesting Holders adverse effect, pro rata for each Holder based among the respective holders thereof on the percentage derived by dividing (i) basis of the number of Registrable Securities that such securities owned by each such Holder requested to be included in such Demand Registration by (ii) the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableholder.

Priority on Demand Registrations. With respect to If in any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and Underwriter or Underwriters thereof advise the Company in writing (that in its or their reasonable opinion or, in the case of a Demand Registration not being underwritten, the Requesting Holders Company shall reasonably determine in good faith after considering the relevant facts and circumstances at the relevant time) consultation with an investment banking firm of nationally recognized standing, that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities proposed to be included sold in such Demand Registration by exceeds the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to number that can be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all offering or will adversely affect the success of such Requesting Holders pro rata for each Holder based offering (including, without limitation, an impact on the percentage derived by dividing (i) selling price or the number of Registrable Securities that each any participant may sell), the Company shall include in such Holder registration only the number of Registrable Securities, if any, which in the opinion of such Underwriter or Underwriters, or the Company, as the case may be, can be sold without having an adverse effect on the success of the offering and in accordance with the following priority: (x) up to and including the Subordination Termination Date, (i) first, pursuant to Section 2 of the Motorola Registration Rights Agreement, securities requested to be included in such Demand Registration offering by Motorola, (ii) second, subject to the aggregate number priority rights of the holders of Bridge Shares pursuant to the Bridge Registration Rights Agreement, Registrable Securities that all Requesting are Warrant Shares requested to be included in such offering by Holders in the Demanding Group requesting such registration, allocated pro rata among such Demanding Group (based upon the number of such Warrant Shares requested to be included in such Demand Registration; provided), however(iii) third, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all other Registrable Securities of the class or series that such Holder had requested to be includedincluded in such offering by Holders in the Demanding Group requesting such registration, allocated pro rata among such Holder may elect Demanding Group (based upon the number of such other Registrable Securities requested to withdraw its request be included in such Demand Registration), (iv) fourth, pro rata (based upon the number of Registrable Securities or similar securities requested to be included in such registration by such Holders and other Persons, if any) among the other Holders of Registrable Securities and other Persons having similar rights who have requested to include Registrable Securities or similar securities in such registration pursuant to the piggy-back registration provisions of Section 2.2 or other registration rights agreements other than the Motorola Registration Rights Agreement and the Bridge Registration Rights Agreement, and (v) fifth, securities proposed to be issued by the Company for its own account; and (y) after the Subordination Termination Date, (i) first, Registrable Securities requested to be included in such offering by Holders in the Demanding Group requesting such registration and securities requested to be included in such offering by Motorola pursuant to Section 2 of the Motorola Registration Rights Agreement, allocated pro rata among Motorola and, subject to the priority rights of the holders of Bridge Shares pursuant to the Bridge Registration Rights Agreement, the members of such Demanding Group based upon the number of securities requested to be included in such offering (provided that Registrable Securities that are Warrant Shares shall have priority over other Registrable Securities in such registration or may reduce the shares included at the request of the Demanding Group), (ii) second, pro rata (based upon the number of Registrable Securities or similar securities requested to be included; provided, however, that (a) included in such request must be made in writing prior to the earlier of the execution of the underwriting agreementregistration by such Holders and other Persons, if any, ) among the other Holders of Registrable Securities and other persons having similar rights who have requested to include Registrable Securities or similar securities in such registration pursuant to the execution piggy-back registration provisions of Section 2.2 or other registration rights agreements other than the custody agreement with respect to such registration, if anyMotorola Registration Rights Agreement and the Bridge Registration Rights Agreement, and (bii) such withdrawal or reduction shall third, securities proposed to be irrevocableissued by the Company for its own account.

Priority on Demand Registrations. With respect Subject to the rights of UST under other agreements, the Company shall not include in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to without the prior written consent of the Majority Eligible Holders. If a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company Registration is an underwritten offering and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and underwriters advise the Company in writing (orthat, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effecttheir opinion, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and, if applicable, other securities requested to be included in such Demand Registration by (ii) offering exceeds the aggregate number of Registrable Securities that all Requesting and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Majority Eligible Holders, the Company shall include securities in such registration in the following order of priority: (i) first, the number of Registrable Securities of Eligible Holders requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, allocated (A) first, to any Registrable Securities requested to be included by UST, if any; (B) second, if such offering is commenced on or after the date that is one year prior to the Divestiture Date, to any Registrable Securities requested to be included by the Treasury Trust or the GM Trust, allocated pro rata among the Treasury Trust and the GM Trust on the basis of the amount of Registrable Securities owned by each such trust; if during any other period, then pursuant to the immediately following clause (C); and (C) third, pro rata among the respective Eligible Holders thereof on the basis of the amount of Registrable Securities owned by each such Eligible Holder; and (ii) second, the number of other securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering. Notwithstanding the foregoing, FIM, the GM Trust and the Treasury Trust shall each have the right, exercisable by each through the Divesture Date, to request a single underwritten Demand Registration in which FIM, the GM Trust or the Treasury Trust, as applicable, shall have absolute priority as to the inclusion of their Registrable Securities in such Demand Registration in relation to the inclusion of securities of all other Eligible Holders and other Persons participating in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of other than the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableUST.

Priority on Demand Registrations. With respect to If the managing underwriters in any underwritten Demand Registration (including any Underwritten Offering of Registrable Securities pursuant shall give written advice to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration registration of an Underwriters' Maximum Number, then: (i) the Company will be obligated and required to include in such registration the maximum number of Registrable Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities shall be allocated among all such Requesting Holders pro rata for each Holder based among the Holders of such Registrable Securities on the percentage derived by dividing (i) basis of the number of Registrable Securities that requested to be included therein by each such Holder Holder; (ii) if the Underwriters' Maximum Number exceeds the number of Registrable Securities requested by the Holders thereof to be included in such Demand Registration registration, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company to be included in such registration for the account of the Company and which shall not be greater than such excess; and (iiiii) if the aggregate Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such Demand Registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that all Requesting number of other securities which Persons (other than the Holders as such) shall have requested be included in such registration and which shall not be greater than such excess. Neither the Company nor any of its stockholders (other than Holders of Registrable Securities) shall be entitled to include any securities in any underwritten Demand Registration unless the Company or such stockholders (as the case may be) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the Registrable Securities to be included in such Demand Registration; provided, however, that if, as a result of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect to The Company shall not include in any Demand Registration (including any Underwritten Offering of securities which are not Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for without the account prior written consent of any Person (including the Company) other than the Requesting Holders shall be included in holding a Demand Registration; majority of Registrable Securities, provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included include in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and securities of the Company in writing (orfor sale for its own account, subject to the priority provision described below. Except in the case of a Company Demand Registration, if the Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts is an underwritten offering and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises underwriters for such Demand Registration advise the Company and applicable Requesting Holders in writing (or the Requesting Holders determine, as applicable, that in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, their opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder and, if permitted hereunder, other securities requested to be included in such Demand Registration by (ii) exceeds the aggregate number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Demand Registration, the Company shall reduce the number of Registrable Securities in such Demand Registration which can be so sold (a “Demand Cutback”) as follows: (i) first, the securities the Company proposes to sell, (ii) then second, the Registrable Securities requested by any Holders that all are not Demand Holders to be included in the Demand Registration up to 50% of the remaining Demand Cutback, pro rata among Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Holder and (iii) then third, the remaining Demand Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Demand Registration, pro rata among the respective Demand Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included by each such Demand Holder. In the case of a Company Demand Registration, if the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company and applicable Requesting Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration; provided, however, that if, as a result Registration exceeds the number of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the class or series that such Holder had Registrable Securities requested to be includedincluded in the Demand Registration, such Holder may elect to withdraw its request to include such the Company shall reduce the number of Registrable Securities in such registration or may reduce Demand Registration which can be so sold (a “Company Demand Cutback”) as follows: (i) first, the Registrable Securities requested by any Holders that are not Demand Holders to be included in the Demand Registration up to 50% of the Company Demand Cutback, pro rata among Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included; providedincluded by each such Holder, however(ii) then second, that (a) the Company Demand Cutback shall apply to Registrable Securities requested by any Demand Holders to be included in the Demand Registration, pro rata among the respective Demand Holders of such request must be made in writing prior to Registrable Securities on the earlier basis of the execution number of the underwriting agreement, if any, or the execution of the custody agreement with respect Registrable Securities requested to be included by each such registration, if any, Demand Holder and (biii) such withdrawal or reduction shall be irrevocablethen, third, the securities the Company proposes to sell.

Priority on Demand Registrations. With respect to any HHI Demand Registration (including any Underwritten Offering that is proposed to involve an underwritten offering as the intended method of disposition of HHI Registrable Securities pursuant to a Demand Registration)Units as specified in the request for such registration, subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, if the managing underwriter advises underwriter(s) of such proposed underwritten offering advise the Requesting Holders and the Company Issuer in writing (or, that in their opinion the case number of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities Units proposed to be included in any such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, underwritten offering exceeds the number of Units which can reasonably be underwritten and sold in such offering without adversely affecting the marketing of the HHI Registrable Securities Units requested to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing therein pursuant to clauses (i) and (ii) of Section 2.1(a) (taking into account the number intended method of disposition, the quantity of HHI Registrable Securities that each such Holder Units requested to be included in such Demand Registration registration by the HHI Holder(s), the proposed timing of such offering and such other factors as such managing underwriter(s) deem appropriate), the Issuer shall advise the HHI Holders of the underwriters' advice and, if the Persons who requested registration under clauses (i) and (ii) of Section 2.1(a) elect to proceed with the aggregate offering, the Issuer shall include in such registration only the number of Units, if any, held by parties other than the HHI Holders which in the opinion of such managing underwriter(s) can be reasonably underwritten and sold without adversely affecting the marketing of the HHI Registrable Securities that Units, and such number of Units shall be allocated among the HHI Holders, the other Holders and such other Persons requesting registration of their Units pursuant to contractual registration rights so as to include (i) first, the HHI Registrable Units requested to be included therein by any of the HHI Holders up to but not to exceed the HHI Maximum Demand Registration Quantity (allocated among all Requesting HHI Holders requesting to include HHI Registrable Units in such registration in proportion, as nearly as practicable, to the number of HHI Registrable Units requested by each such Person to be included in such registration; (ii) second, if any Person entitled to "piggyback" registration rights under the 2000 Registration Rights Agreement has requested to include Units in such registration pursuant to clause (iv) of Section 2.1(a), the Units so requested to be included; (iii) third, the Registrable Units requested to be included in such Demand Registration; provided, however, that ifregistration pursuant to clause (iii) of Section 2.1(a) (allocated among all such Holders requesting to include Registrable Units in the registration in proportion, as a result nearly as practicable, to the number of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that Units requested by each such Holder had to be included in such registration); and (iv) fourth, other Units requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities included in such registration or may reduce pursuant to clause (iv) of Section 2.1(a) (allocated among all Persons requesting to include Units in the registration in proportion, as nearly as practicable, to the number of Units requested by each such Person to be included; provided, however, that (a) such request must be made included in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.). Unitholder Rights Agreement 8

Priority on Demand Registrations. With respect to any If a Demand Registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate number of (including any Underwritten Offering i) Registrable Shares of Registrable Securities the Selling Holders exercising their rights to participate in the Demand Registration on a demand basis, pursuant to a this Section 4.1; (ii) securities of the Company; and (iii) securities of any other Persons entitled to participate in such Demand Registration), subject in each case proposed to Article IIIbe included in such registration statement, no exceeds the maximum number of securities that can reasonably be expected to be sold within a price range acceptable to the Company and the Green Parties, then the number of securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold offered for the account of the Company and any Ten Percent Holder may for the account of all such other Persons participating in such registration (other than Green Parties and Investor Holders participating pursuant to a Demand), shall be reduced or limited pro rata (and to zero, if necessary) in proportion to the respective number of securities requested to be registered, to the extent necessary to reduce the total number of securities to the maximum number that can reasonably be expected to be included in therein and still satisfy such Demand Registration if, and only if, price requirement. If the managing underwriter advises foregoing market “cutback” does not reduce the Requesting Holders and the Company in writing (or, in the case aggregate number of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed registration statement to the maximum number that can reasonably be expected to be sold for within the account price range acceptable to the Company and the Green Parties, the Company shall include in such registration securities of such Green Parties pro rata on the basis of the number of securities of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in by all such Selling Holders. Any request for registration with respect to which such a market “cutback” with respect to such Selling Holders occurs shall be deemed to constitute a Demand Registration by (ii) the aggregate number for all purposes of Registrable Securities that all Requesting Holders requested to be included in such Demand Registrationthis Article 4; provided, however, that if, as a result of if any such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement market “cutback” occurs with respect to a Demand Registration and such registrationSelling Holders are not able to sell at least eighty percent (80%) of the securities such Selling Holders proposed to sell pursuant to such Demand Registration, if any, then such request for registration will not count against the number of Demands to which the Green Parties and (b) such withdrawal or reduction shall be irrevocableInvestor Holders are entitled pursuant to Section 4.1.1 hereof.

Priority on Demand Registrations. With respect to any If a Demand Registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate number of (including any Underwritten Offering i) Registrable Shares of Registrable Securities the Selling Holders exercising their rights to participate in the Demand Registration on a demand basis, pursuant to a this Section 4.2; (ii) Shares of the Company; and (iii) Shares of any other Persons entitled to participate in such Demand Registration), subject in each case proposed to Article IIIbe included in such registration statement, no securities exceeds the maximum number of Shares that can reasonably be expected to be sold for within a price range acceptable to the account Company and the Selling Holders, then the number of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities shares to be sold offered for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of all such other Persons, other than holders of Registrable Shares who initiated the Company demand, participating in such registration shall be reduced or any Ten Percent Holder pursuant limited PRO RATA (and to zero, if necessary) in proportion to the immediately preceding sentence) to cause an Adverse Effect, the respective number of Registrable Securities Shares requested to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on registered to the percentage derived by dividing (i) extent necessary to reduce the total number of Registrable Securities that each such Holder Shares requested to be included in such Demand Registration by (ii) registration statement to the maximum number of Shares that can reasonably be expected to be included therein and still satisfy such price requirement. If the foregoing market "cutback" does not reduce the aggregate number of Registrable Securities Shares proposed to be included in the registration statement to the maximum number of Shares that all Requesting Holders requested can reasonably be expected to be sold within the price range acceptable to the Company and the Selling Holders, the Company shall further reduce the number of Shares to be included in such Demand Registration; provided, however, that if, as a result of registration PRO RATA among all such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities remaining Selling Holders on the basis of the class or series that such Holder had number of Registrable Shares of the Company requested to be included, included by all such Holder may elect Selling Holders. Any request for registration with respect to withdraw its request to include which such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement a market "cutback" with respect to such registration, if any, and (b) such withdrawal or reduction Selling Holders occurs shall be irrevocabledeemed to constitute a Demand Registration for all purposes of this Article 4; PROVIDED, HOWEVER, that if any such market "cutback" occurs with respect to a Demand Registration and all Selling Holders who initiated the Demand are not able to sell at least eighty percent (80%) of the Registrable Shares which such Holders proposed to sell pursuant to such Demand Registration, then, although such request for registration will be effectuated, such request will not count against the number of Demands to which the Purchaser Holders, the Management Holders and the Financing Holders are entitled pursuant to Section 4.2 hereof.

Priority on Demand Registrations. With respect Notwithstanding anything contained herein to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermorecontrary, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that Commission limits the amount of Registrable Securities proposed to that may be included and sold by Holders in such Demand any Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed Statement, pursuant to be sold for the account of Rule 415 or any other basis, the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, may reduce the number of Registrable Securities to be included in such Demand Registration Statement on behalf of the Holders in whole or in part (in case of an exclusion as to a portion of such Registrable Securities, such portion shall be allocated among all such Requesting Holders pro rata for each Holder among the Participating Holders based on the percentage derived by dividing (i) the relative number of Registrable Securities that then held by each such Participating Holder requested (provided that any securities thereby allocated to a Participating Holder that exceed such Participating Holder’s request shall be included reallocated among the remaining Participating Holders in like manner)) (such Demand Registration by (ii) excluded Registrable Securities, the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration“Reduction Securities”); provided, however, that ifprior to making any such reduction, as a result the Company shall be obligated to use its reasonable best efforts to advocate with the Commission for the Registration of all of the Registrable Securities. In such event the Company shall give the Holders prompt written notice of the number of such proration, any Requesting Holder shall Reduction Securities excluded and the Company will not be entitled liable for any damages under this Agreement in connection with the exclusion of such Reduction Securities. The Company shall use its reasonable best efforts at the first opportunity that is permitted by the Commission to include in a registration all Registrable register for resale the Reduction Securities. Such new Registration Statement shall be on Form S-3 (except if the Company is not then eligible to Register for resale the Reduction Securities of the class or series that on Form S-3, such Holder had requested Registration Statement shall be on another appropriate form for such purpose). The Company shall use its reasonable best efforts to cause each such Registration Statement to be included, such Holder may elect to withdraw its request to include such Registrable declared effective under the Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if anyAct as soon as possible, and (b) shall use its reasonable best efforts to keep such withdrawal or reduction shall be irrevocableRegistration Statement continuously effective under the Securities Act during the entire period required by this Agreement.

Priority on Demand Registrations. With respect (i) If the Registration pursuant to any Demand Registration (including any this Section 3 involves an Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and the Company in writing (or, in the case or agent of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders Issuer that in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, its opinion the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder securities requested to be included in such Demand Registration exceeds the number which can be sold in the offering covered by (ii) such Demand Registration without an adverse effect on the aggregate price, timing or distribution of the securities offered, the Issuer will include in such registration only the number of Registrable Securities that all Requesting securities that, in the opinion of such underwriter or agent, can be sold without an adverse effect on the price, timing or distribution of the securities offered, selected PRO RATA among the Holders which have requested to be included in such Demand Registration; provided, however, that Registration based upon the Registrable Securities owned by such Holders to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such underwriters or agent. The Issuer and other holders of securities of the Issuer may include such securities in such Registration if, but only if, such underwriter or agent concludes that such inclusion will not interfere with the successful marketing of all the Registrable Securities requested to be included in such registration. (ii) Notwithstanding the foregoing clause (i), (x) if the registration is the Initial Public Offering, and Apollo Holders have elected to participate in such offering, then the allocation of shares to be included in the Demand Registration among Holders shall be made as a if the Apollo Holders owned twice the number of Registrable Securities they actually owned, and (y) if the registration is not the Initial Public Offering and Apollo Holders have included Registrable Securities in the registration, then the allocation of shares to be included in the Demand Registration among Holders shall result of such proration, any Requesting Holder shall not be entitled to include in a registration all the Registrable Securities of Apollo Holders being included in the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such registration before any shares of Registrable Securities held by any other Holders are included in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocable.

Priority on Demand Registrations. With respect Notwithstanding any term of this Article 2 to any the contrary, if the Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article IIIcontemplates only an underwritten offering, no securities to be sold for the account of any Person person or entity (including the Company) other than the Requesting Holders or Joining Holders shall be included in a Demand Registration; provided that securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, unless the managing lead underwriter advises or underwriters shall advise the Requesting Holders and the Company in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall will not materially and adversely affect the price per security to be offered in, or success of of, the offering by the Requesting Holders (an “Adverse Effect”a "MATERIAL ADVERSE EFFECT"). Furthermore, in the event that the managing lead underwriter advises or underwriters of such an underwritten offering shall advise the Requesting Holders and Joining Holders in writing (or the that, even after exclusion from such Demand Registration of all securities of Persons other than Requesting Holders determineand Joining Holders, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount number of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an a Material Adverse Effect, the number amount of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders reduced pro rata for each Holder among the Joining Holders based on the percentage derived by dividing ratio (ix) the number of Registrable Securities that Equity Shares each such Joining Holder requests to be included in the Demand Registration bears to (y) the total number of Equity Shares all Joining Holders have requested to be included in such Demand Registration by (ii) the aggregate number registration until the amount of Registrable Securities that to be included in the Demand Registration will not, in the opinion of the lead underwriter or underwriters, cause a Material Adverse Effect. If after excluding all Requesting Registrable Securities the Joining Holders requested to be included in such the Demand Registration, the lead underwriter or underwriters determine a further reduction in the amount of Registrable Securities to be included in the Demand Registration is necessary to avoid a Material Adverse Effect, then the number of Registrable Securities shall be further reduced on a pro rata basis among the Requesting Holders based on the ratio the number of Equity Shares each Requesting Holder has requested to be included in the Demand Registration bears to the total number of Equity Shares all Requesting Holders have requested to be included in the registration; provided, however, that if, as a result of such prorationpro ration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had has requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, provided further however, that (ai) such request must be made in writing prior to the earlier of the execution of the underwriting agreement, if any, agreement or the execution of the any custody agreement entered into in connection with such underwriting agreement with respect to such registration, if any, registration and (bii) such withdrawal or reduction shall be irrevocable. Holders shall not be required to exercise Warrants or convert Preferred Stock to exercise the registration rights provided by this Agreement but shall take any reasonable action requested by the lead underwriter or underwriters in order to permit such exercise by the underwriters immediately after purchase from the Holders and before resale by the underwriters.

Priority on Demand Registrations. With respect to (a) The Company will not include in any Demand Registration (including other than a Qualifying Offering requested pursuant to Section 2.1(a)) any Underwritten securities which are not Registrable Securities without the written consent of the Requisite Requesting Investors. The Company will not include in any Qualifying Offering requested pursuant to Section 2.1(a) any securities, other than Registrable Securities or shares of Common Stock to be sold by the Company, without the written consent of the Requisite Requesting Investors. (b) If the Requesting Investors and other holders of Registrable Securities pursuant request Registrable Securities to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration; provided Registration which is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of Registrable Securities which can be sold in such offering within a price range acceptable to the Requisite Requesting Investors, the Company will include any securities to be sold for the account of the Company and any Ten Percent Holder may be included in such Demand Registration if, and only if, in the managing underwriter advises the Requesting Holders and the Company in writing following order: (or, i) in the case of a Demand Registration not being underwritten(other than a Qualifying Offering requested pursuant to Section 2.1(a)), (w) FIRST, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing (or the Requesting Holders determine, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large (even after exclusion of all securities proposed to be sold for the account of the Company or any Ten Percent Holder pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders pro rata for each Holder based on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Demand Registration registration by the Requesting Investors; (iix) SECOND, the aggregate number of Registrable Securities that all Requesting Holders requested to be included in such Demand Registration; providedregistration by other Stockholders in accordance with Section 2.1(b), however, PROVIDED that if, as if the managing underwriters determine in good faith that a result lower number of such proration, any Requesting Holder shall not be entitled to include in a registration all Registrable Securities should be included, then only that lower number of the class or series that such Holder had Registrable Securities requested to be includedincluded by other Stockholders shall be included in such registration, such Holder may elect to withdraw its request to include such and the other Stockholders shall participate in the registration on a pro rata basis in accordance with the number of Registrable Securities requested to be included in such registration or may reduce by each such Stockholder, (y) THIRD, subject to Section 2.5(a), the number securities which the Company proposes to sell and (z) FOURTH, any securities other than Registrable Securities to be sold by persons other than the Company included pursuant to Section 2.5(a); and (ii) in the case of a Qualifying Offering requested pursuant to Section 2.1(a), (w) FIRST, the shares of Common Stock which the Company proposes to sell, (x) SECOND, the Registrable Securities requested to be included in the Qualifying Offering by the Stockholders in accordance with Section 2.1(a), PROVIDED that if the managing underwriters determine in good faith that a lower number of Registrable Securities should be included, then only that lower number of Registrable Securities requested to be included by the Stockholders shall be included in the Qualifying Offering, and the Stockholders shall participate in the Qualifying Offering on a pro rata basis in accordance with the number of Registrable Securities requested to be included in the Qualifying Offering by each Stockholder; provided(y) THIRD, howeversubject to Section 2.5(a), that any other securities the Company proposes to sell; and (az) such request FOURTH, any securities other than Registrable Securities to be sold by persons other than the Company included pursuant to Section 2.5(a). (c) Any Person (other than Stockholders) including any securities in a Demand Registration must be made in writing prior to the earlier pay its share of the execution of the underwriting agreement, if any, or the execution of the custody agreement with respect to such registration, if any, and (b) such withdrawal or reduction shall be irrevocableRegistration Expenses as provided in Article VI.