Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. The Company shall not include in any Demand Registration any 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 and, if permitted hereunder other securities requested to be included in such 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 Holders owning more than 50% of the Registrable Securities being requested to be registered, then the Company shall include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective 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 Registration Expenses as provided in Section 4 hereof.

Priority on Demand Registrations. The Company shall Registering Entity will not include in any Demand Registration underwritten registration pursuant to Section 2(a) or 2(c) any securities which that are not Registrable Securities without the prior written consent of the Holders owning more than 50% making the Registration Request. In the case of the Registrable Securities being requested any proposed registration that is initiated by a Holder pursuant to be registered. If a Demand Registration is an underwritten offering and Section 2, if the managing underwriters advise underwriter in good faith advises the Company in writing Registering Entity that in their its opinion the number of Registrable Securities (and, if permitted hereunder 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 or price per share of securities to be sold in such offering, exceeds the Registering Entity will include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability or price per share of securities to be sold in such offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities requested to be included in such registration, pro rata among the Holders of such Registrable Securities on the basis of 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 Holders owning more than 50% of the Registrable Securities being so requested to be registeredincluded therein by each such Holder, then (ii) second, the Company shall include in such registration before securities the inclusion of any securities which are not Registrable Securities Registering Entity proposes to issue and sell for its own account, and (iii) third, other than securities requested to be included in such 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 range of such offering, pro rata among the respective 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 Registration Expenses as provided in Section 4 hereofregistration rights agreements or otherwise.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration therein, then the Company shall include in such registration before (i) first, prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, 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, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such registration. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense 's expense, if any, must pay their share of the Registration Expenses as provided in Section 4 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any 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 registeredStockholder. 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 and, if permitted hereunder hereunder, other securities requested to be included in such 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 Holders owning more than 50% of the Registrable Securities being requested to be registeredStockholder, then the Company shall include in such registration before the Registration, prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, the number of Registrable Securities requested to be included which which, in the opinion of such underwriters the underwriters, can be sold in an orderly manner within the price range of such the offering, pro rata (or as may have been agreed among the holders of Registrable Securities) among the respective holders thereof on the basis of the amount of Registrable Securities owned requested to be registered by each such holder; provided that if the number of Registrable Securities to be included in the registration is less than 85% of the number requested to be so included, the holders of Registrable Securities covered by such Demand Registration shall be entitled to withdraw such request, upon the affirmative vote of holders holding 66% of such Registrable Securities, and, if such request is withdrawn, the Demand Registration shall not count as a permitted Demand Registration hereunder, and the Company shall pay all Registration Expenses in connection with the withdrawn Registration. Any Persons (other than holders of Registrable Securities 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 hereofArticle VII.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Investor Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Investor Registrable Securities being requested to be registeredincluded in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their reasonable opinion the number of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if 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 owning more than 50% holders of a majority of the Investor Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) the number of Investor Registrable Securities requested to be included which which, in the opinion of such underwriters can be sold sold, without adversely affecting the marketability of the offering 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 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 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Securities without the prior written consent of the Holders owning more than 50% of the Registrable Securities being requested to be registeredMajority Holders. If a Demand Registration is an underwritten offering and the managing underwriter or underwriters advise the Company in writing that that, in its or their opinion opinion, the number of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which that can be sold in without having an orderly manner in such offering within a price range acceptable to adverse effect on the Holders owning more than 50% of the Registrable Securities being requested to be registeredprice, then the Company shall include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range timing or distribution of such offering, then the relative rights to participate in such offering of the holders of Registrable Securities, the holders of other securities having the right to include such securities in such registration and the Company shall be in the following order of priority: FIRST: The holders of Series C Preferred Stock shall be entitled to participate in the registration with respect to Series C Registrable Securities on a pro rata among the respective holders thereof basis based on the basis of the amount of Series C Registrable Securities owned held by each such holder. Any Persons other than ; SECOND: The holders of Series B Preferred Stock shall be entitled to participate in the registration with respect to Series B Registrable Securities who on a pro rata basis based on the amount of Series B Registrable Securities held by each such holder; THIRD: The holders of Series A Preferred Stock shall be entitled to participate in Demand Registrations which are not at the Company’s expense must pay their share registration with respect to Series A Registrable Securities on a pro rata basis based on the amount of the Registration Expenses as provided in Section 4 hereof.Series A Registrable Securities held by each such holder;

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Investor Registrable Securities without the prior written consent of the Holders owning more than 50holders of a majority of the Investor Registrable Securities included in such registration, unless 100% of the Investor Registrable Securities being requested to be registeredincluded in such registration are so included. If a Demand Registration is an underwritten offering and the managing underwriters or placement agent advise the Company in writing that in their opinion the number of Investor Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Investor Registrable Securities and other securities, if 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 owning more than 50% holders of a majority of the Investor Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before prior to the inclusion of any securities which are not Investor Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) the number of Investor Registrable Securities requested to be included which which, in the opinion of such underwriters can be sold sold, without adversely affecting the marketability of the offering 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 Investor Registrable Securities owned by each such holder. Any Persons other than holders of Investor 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 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before the inclusion number which can be so sold in the following order of any securities which are not priorities: (i) first, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (ii) second, other than securities requested to be included in such registration pursuant to contractual obligations with registration. Notwithstanding the Company) foregoing, 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 held by Management Members (or their family members) requested to be included which in such offering would adversely affect the opinion marketability 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 Company shall be entitled to exclude from such offering the basis of the amount of Registrable Securities owned held 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 Management Members (or their share of the Registration Expenses as provided in Section 4 hereoffamily members).

Priority on Demand Registrations. The Company shall Issuer will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company Issuer in writing that that, in their opinion opinion, the number of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration, then the Company shall Issuer will include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Companyi) first, the number of Registrable Securities requested to be included in such registration 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 number of Registrable Securities 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. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s Issuer's expense must pay their share of the Registration Expenses as provided in Section 4 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any 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 includes securities for sale by the Company, and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder other securities requested underwriter (such underwriter to be included in such offering, exceeds the number chosen by Holders 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 owning more than 50% majority of the Registrable Securities being requested to be registered, then the Company shall include included in such registration before registration, subject to the inclusion Company’s reasonable approval) advises the Company, in writing, that, in its good faith judgment, the number of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) exceeds the 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 requested to be included which in such registration by the opinion initiating Holders and securities 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 other Holders of Registrable Securities owned by each such holder. Any Persons other than and holders of Registrable Securities who participate (as defined in Demand Registrations which the Gulfport Investor Rights Agreement), with all 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 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 at the Company’s expense must pay their share allowed to register all of the Registrable Securities requested to be included by such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration Expenses as provided in for purposes of Section 4 hereof2(b).

Priority on Demand Registrations. The Company shall not include in any Demand Registration any 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 and the selling holders of the Registrable Securities in writing that in their opinion the number of Registrable Securities and, if permitted hereunder other securities requested to be included exceeds the number of securities which can be sold in such offeringoffering without adversely affecting the proposed offering or the offering price, exceeds the Company will include in such registration 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 Holders owning more than 50% of the Registrable Securities being requested to be registered, then the Company shall include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 without adversely affecting the price range of proposed offering or the offering price, and such offering, securities will be allocated pro rata among the respective holders thereof of Registrable Securities on the basis of the amount number of the Registrable Securities owned requested to be included in such registration by each such holdertheir respective holders. Any Persons If securities (other than Registrable Securities) are proposed to be included by the Company 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 Company and the selling holders of Registrable Securities who participate in Demand Registrations writing that fewer than all of said other securities can be sold, in addition to all the Registrable Securities being registered, without adversely affecting the proposed offering or the offering price in such underwritten offering, those other securities which are not at permitted to be included will be allocated among the Company’s expense must pay their share of Company and the Registration Expenses other securityholders in such proportions as provided in Section 4 hereofsuch securityholders and the Company may agree.

Priority on Demand Registrations. The Company shall not include in any Holder making the Demand Registration any securities which are not may elect whether the offering of such Registrable Securities without the prior written consent of the Holders owning more than 50% of the Registrable Securities being requested pursuant to be registered. If a such Demand Registration is an shall be in the form of a firm commitment underwritten offering and or that such offering be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act as provided in Section 3 hereof. In any case in which an offering is in the form of a firm commitment underwritten offering, if the managing underwriter or underwriters of such offering advise the Company in writing that in its or their opinion the number of Registrable Securities and, if permitted hereunder other securities requested proposed to be included sold in such offering, offering exceeds the number of Registrable Securities and other securitiesthat can be sold in such offering without adversely affecting the market for the Company's Common Shares, the Company will include in such registration the number of Registrable Securities that in the opinion of such managing underwriters can be sold without adversely affecting the market for the Company's Common Shares. In such event, the number of Registrable Securities, if any, which can to be sold in an orderly manner in such offering within a price range acceptable to offered for the accounts of Holders owning more than 50% (including the Holder making the Demand Registration) shall be reduced PRO RATA on the basis of the relative number of any Registrable Securities being requested to be registered, then the Company shall include in by each such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested Holder to be included in such registration pursuant to contractual obligations with the Company) extent necessary to reduce the total number of Registrable Securities requested to be included which in such offering to the opinion of number recommended by 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 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 hereofmanaging underwriter or underwriters.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration, then therein without adversely affecting the marketability of the offering, the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. Any 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 which are not at the Company’s 's expense must pay their share of the Registration Expenses as provided in Section 4 paragraph 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any 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 and each of the Investors in writing that in their opinion the number of Registrable Securities and, if permitted hereunder other securities requested to be included in such offering, an underwritten 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 Holders owning more than 50% Company or marketing factors require a limitation on the number of Registrable Securities to be underwritten on behalf of the Registrable Securities being requested to be registeredCompany, then the Company shall include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 or during the time of such offering without such interference or affect on the price range of such offering(the "Demand Registration Cutback") as follows: first the Registrable Securities requested to be included by the Investors, pro rata among the respective holders thereof Investors requesting to participate in such Demand Registration on the basis of the amount number of Registrable Securities owned each Investor has requested to be included in the Demand Registration; and second the Equity Securities proposed to be sold by each such holderthe Company for its own account or any other holder of Equity Securities. Any Persons other than holders If as a result of a Demand Registration Cutback the Investor initially requesting the Demand Registration is not allowed to include at least 90% of its Registrable Securities who participate in requested to be registered, then such registration shall not count as one of such Investor's Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 4 hereofRegistrations.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Common Registrable Securities or Notes Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Common Registrable Securities being requested to be registeredor Notes Registrable Securities, as the case may be, initially requesting registration and included in such Demand Registration. If In a Demand Registration is an underwritten offering and Underwritten Offering where the managing underwriters advise the Company in writing that in their opinion that, after consultation with the number holders of a majority of the Registrable Securities initially requesting registration, the amount of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number amount 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 owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before the inclusion amount of any securities which are not Registrable Securities which can be so sold in the following order of priority: (other than securities i) first, the Registrable Securities requested to be included in such registration pursuant to contractual obligations with the Company) the number of Registrable Securities requested to be included registration, which in the opinion reasonable discretion of such underwriters underwriter, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis Eligible Holders of the amount of such Registrable Securities owned by each based upon the percentage of such holder. Any Persons other than holders of Eligible Holder’s Registrable Securities who participate included in Demand Registrations which are not at such Underwritten Offering, and (ii) second, other securities requested to be included in such registration to the Company’s expense must pay their share of the Registration Expenses as provided in Section 4 hereofextent permitted hereunder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% of a majority of the Registrable Securities being requested to be registered. If a included in such registration, or, if such Demand Registration is an underwritten offering and offering, without the written consent of the managing underwriters. If the managing underwriters of the requested Demand Registration advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder other securities requested proposed to be included in any such offering, registration exceeds the number of Registrable Securities and other securities, if any, securities which can be sold in an orderly manner in such offering within a price range acceptable to the Holders owning more than 50% of the Registrable Securities being requested to be registeredoffering, then the Company shall include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) only the number of Registrable Securities requested to be included which in the opinion of such managing underwriters can be sold. If the number of shares which can be sold in an orderly manner within is less than the price range number of such offeringRegistrable Securities proposed to be registered, the amount of Registrable Securities to be so sold shall be allocated pro rata among the respective holders thereof Holders of Registrable Securities desiring to participate in such registration on the basis of the amount of such Registrable Securities owned proposed to be registered by each such holderHolders. Any Persons other than holders If the number of shares which can be sold exceeds the number of Registrable Securities who proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in Demand Registrations which are not at such registration based on the Company’s expense must pay their share amount of the Registration Expenses such securities initially requested to be registered by such holders or as provided in Section 4 hereofsuch holders may otherwise agree.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Securities of the Participating Stockholders without the prior written consent of the Holders owning more than 50% Requisite Registration Participants. If the Requesting Investors and other holders of the Registrable Securities being requested request Registrable Securities to be registered. If included in a Demand Registration which is an underwritten offering and the managing underwriters advise underwriter advises the Company in writing that in their its opinion the number of Registrable Securities and, if permitted hereunder other securities requested to be included in such 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 Holders owning more than 50% of Requisite Requesting Investors, the Company will include any securities to be sold in such Demand Registration in the following order: (i) (x) first, the Registrable Securities being requested to be registered, then the Company shall include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant by the Requesting Investors or by other Participating Stockholders in accordance with Section 1.1(a), provided that if the managing underwriter determines in good faith that a lower number of Registrable Securities should be included, then only that lower number of Registrable Securities requested to contractual obligations be included by the Requesting Investors and such other Participating Stockholders shall be included in such registration, and the Requesting Investors and such other Participating Stockholders shall participate in such registration on a pro rata basis in accordance with the Company) the number of Registrable Securities requested to be included in such registration by each of them; (y) second, the securities which in the opinion of such underwriters can Company proposes to sell; and (z) third, any securities other than Registrable Securities to 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 owned by each such holder. Any Persons persons other than holders of Registrable Securities who participate the Company included in Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided such registration in compliance with Section 4 hereof1.7.

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective 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 's expense must pay their share of the Registration Expenses as provided in Section 4 paragraph 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than holders of 50% or more of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein in an orderly manner in such offering within a price range acceptable to the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded therein, then the Company (i) shall include in such registration before only such number as may be sold therein in such an orderly manner, and (ii) prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) the number of shall include 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, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. Any Persons other than holder (with the pro rata share of each such holder determined in accordance with Section 4 of this Agreement); provided, however, that if the managing underwriters determine that the inclusion of the number of Other Investor Registrable Securities and Aldabra Registrable Securities proposed to be included in any such offering would adversely affect the marketability of such offering, the Company may exclude such number of Other Investor Registrable Securities and Aldabra Registrable Securities as necessary to negate such adverse impact; provided that the provisions of the foregoing proviso shall not apply in a demand registration effected by holders of Aldabra Registrable Securities who participate in Demand Registrations which are not at accordance with the Company’s expense must pay their share second sentence of the Registration Expenses as provided in Section 4 hereof3(a).

Priority on Demand Registrations. The Company shall not include in any --- -------------------------------- Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold (in an orderly manner manner) in such offering within a price range acceptable to the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Companyi) first, 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 offeringincluded, pro rata among the respective holders thereof of Registrable Securities on the basis of the amount of Registrable Securities owned by each such holder; and (ii) second, other securities requested to be included in such registration. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s 's expense must pay their share of the Registration Expenses as provided in Section 4 paragraph 7 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Securities held by the Investor without the prior written consent of the Holders owning more than 50% of the Registrable Securities being requested to be registeredInvestor. 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 and, if permitted hereunder by the Investor, other securities requested to be included in such offering, 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 Holders owning more than 50% of the Registrable Securities being requested to be registeredInvestor, then the Company shall include in such registration before registration, prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, 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, pro rata PRO RATA among the respective 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 that are not at the Company’s 's expense must pay their share of the Registration Expenses as provided in Section 4 SECTION 5 hereof.

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration without adversely affecting the marketability of the offering, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned requested by each such holderholder to be included in such offering. Any Notwithstanding anything herein to the contrary, 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 which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 4 paragraph 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Providence Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Providence Registrable Securities being requested to be registeredincluded in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Providence Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Providence Registrable Securities and other securities, if any, which that can be sold in an orderly manner in such offering within a price range acceptable to the Holders owning more than 50% holders of a majority of the Providence Registrable Securities being requested to be registeredincluded in such registration, then the Company shall include in such registration before registration, prior to the inclusion of any securities which that are not Providence Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, the number of Providence Registrable Securities requested to be included which that, in the opinion of such underwriters 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 Providence Registrable Securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate holder that were requested to be included in Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 4 hereofsuch registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 therein without adversely affecting the Holders owning more than 50% marketability of the Registrable Securities being requested to be registeredoffering, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 without adversely affecting the price range marketability of such the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holderholder (provided that at any time after one year following a public offering of the Company's Common Stock, the Commonwealth Group may request that its shares of the Company's Common Stock be included in such registration pro rata with the Registrable Securities). Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s 's expense must pay their share of the Registration Expenses as provided in Section 4 5 hereof.

Priority on Demand Registrations. The Company shall not include in any -------------------------------- Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more holders of not less than 50% a majority of the Registrable Securities being requested initiating such request for registration pursuant to be registeredSection 1(a). 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 without adversely affecting the Holders owning more than 50% marketability of the Registrable Securities being requested to be registeredoffering, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 without adversely affecting the price range marketability of the offering, pro rata among the respective holders of Registrable Securities on the basis of the amount of Registrable Securities owned by each such offeringholder and then to the extent that 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 Registrable Securities 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 's expense must pay their share of the Registration Expenses as provided in Section 4 paragraph 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before the inclusion number which can be so sold in the following order of any securities which are not priorities: (i) first, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (ii) second, other than securities requested to be included in such registration pursuant to contractual obligations with registration. Notwithstanding the Company) foregoing, 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 held by the Management Stockholders requested to be included which in such offering would adversely affect the opinion marketability 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 Company shall be entitled to exclude from such offering the basis of the amount of Registrable Securities owned held 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 hereofManagement Stockholders.

Priority on Demand Registrations. The Company shall not include in -------------------------------- any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Investor Registrable Securities being requested to be registeredincluded in such registration (in the case of an Investor Demand Registration) or the holders of a majority of the Other Registrable Securities included in such registration (in the case of an Other Demand 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Investor Registrable Securities being requested to be registeredincluded in such registration (in the case of an Investor Demand Registration) or the holders of a majority of the Other Registrable Securities included in such registration (in the case of an Other Demand Registration), then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective holders thereof on the basis of the amount number 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 Registration Expenses as provided in Section 4 hereofrequested to be included therein.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 therein without adversely affecting the Holders owning more than 50% marketability of the Registrable Securities being requested to be registeredoffering (the "Offering Quantity"), then the Company shall will include in such registration securities in the following priority: (i) first, before the inclusion of including any securities which are not Registrable Securities (other than securities held by the Holders, the Company will include all of the Registrable Securities requested to be included in by such registration pursuant to contractual obligations with the Company) Holders, and if the number of Registrable Securities requested to be included which in exceeds the opinion of Offering Quantity, then the Company shall include only each such underwriters can be sold in an orderly manner within the price range of such offering, requesting Holder's pro rata among share of the respective holders thereof Offering Quantity, based on the basis of the amount of Registrable Securities owned held by each such holderHolder (provided that any Registrable Securities thereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner); and (ii) second, 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 any other securities requested to be included in the offering. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s 's expense must pay their share of the Registration Expenses as provided set forth in Section 4 2.5 hereof.

Priority on Demand Registrations. The Company shall not include in any PSI --- -------------------------------- Demand Registration any 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 registeredPSI. If a PSI Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold (in an orderly manner manner) in such offering within a price range acceptable to the Holders owning more than 50% of the Registrable Securities being requested to be registeredPSI, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Companyi) first, the number of Registrable Securities requested to be included which in by PSI, (ii) second, the opinion number of such underwriters can Registrable Securities requested to be sold in an orderly manner within the price range of such offeringincluded, pro rata among the respective holders thereof of Registrable Securities on the basis of the amount of Registrable Securities owned by each such holder; and (iii) third, other securities requested to be included in such registration. Any Persons other than holders of Registrable Securities who participate in PSI Demand Registrations which are not at the Company’s 's expense must pay their share of the Registration Expenses as provided in Section 4 paragraph 7 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of at least a majority of the Registrable Securities being requested to be registeredinitially 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) 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 acceptable price range of such offering, pro rata among the respective 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 's expense must pay their share of the Registration Expenses as provided in Section 4 5 hereof.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredSecurities. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 therein without adversely affecting the Holders owning more than 50% marketability of the Registrable Securities being requested to be registeredoffering, then the Company shall will include in such registration before registration, prior to the inclusion of any securities which are not Registrable Securities, (i) first, the Conversion Securities (other than securities requested to be included therein by the Series A Holders and the Series B Holders, pro rata among such holders on the basis of the number of shares that each holder has requested to be included in such registration pursuant to contractual obligations with the Companyregistration, and (ii) second, the number of Registrable Securities requested to be included which in by the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringother Investors, pro rata among the respective holders thereof on the basis of the amount number of shares of Registrable Securities owned by that each such holder. Any Persons other than holders of Registrable Securities who participate holder has requested to be included in Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 4 hereofsuch registration.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% Demand Holder; provided, however, that no such consent shall be required in connection with the inclusion in any Demand Registration of the Registrable Securities being requested Senior Discount Notes, Warrant Shares and Preferred Stock Warrant Shares as and to be registeredthe extent provided below. 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner therein without adversely affecting the price, timing or distribution of the offering, the Company will include in such offering within a price range acceptable to the Holders owning more than 50% of registration, (i) first, the Registrable Securities being requested to be registered, then the Company shall include included in such registration before registration, pro rata among the inclusion holders of any securities which are not such Registrable Securities, on the basis of the number of shares of Registrable Securities owned by each such holder and requested to be included therein and (ii) second, other than securities securities, if any, requested to be included in such registration pursuant to contractual obligations (in such relative order of priority among such securities as may be specified 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 range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holderrespect thereto). Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their proportionate share of the Registration Expenses as provided in Section 4 hereof6.5 hereof that are not borne by the Company.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Principal Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such 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 Holders owning more than 50% holder of the Principal Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before registration, prior to the inclusion of any securities which that are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, 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 offeringoffering acceptable to the holder of Principal Registrable Securities initially requesting registration, pro rata among the respective holders thereof of Registrable Securities on the basis of the amount of Registrable Securities owned by each such holder. Any Persons other than ; provided that the holders of Management Registrable Securities who and Other Registrable Securities (to the extent holders of Other Registrable Securities are employees of the Company or any of its Subsidiaries) may participate in Demand Registrations which are not at such underwritten offering only to the Company’s expense must pay their share of extent agreed to by the Registration Expenses as provided in Section 4 hereofmanaging underwriters.

Priority on Demand Registrations. The Except for Common Stock required to be included in such Demand Registration pursuant to the Existing Registration Agreements, the Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) or Existing Registrable Securities, the number of Registrable Securities and the number of Existing 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, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities and Existing Registrable Securities owned by each such holder. Any Persons other than holders of Registrable Securities or Existing 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 5 hereof.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of the a majority (by number of shares) of Registrable Securities being on a Diluted Basis requested to be registeredincluded in such Demand Registration. If other securities are permitted to be included in a Demand Registration which is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder and other securities requested to be included in such offering, exceeds the number of Registrable Securities and other securities, if any, securities which can be sold in an orderly manner in such offering within a price range acceptable to the Holders owning more than 50% holders of the a majority (by a number of shares) of Registrable Securities being on a Diluted Basis requested to be registeredincluded in such Demand Registration, then the Company shall will include in such registration before registration, to the inclusion exclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, 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 offeringsold, pro rata among the respective holders thereof of Registrable Securities 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 Registration Expenses as provided in Section 4 hereofon a Diluted Basis requested to be offered thereby.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Investor Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Investor Registrable Securities being requested included in such registration; which consent shall not be unreasonably withheld, conditioned or delayed; provided, that prior written consent of the holders of a majority of the Investor Registrable Securities shall not be required hereunder if failure to be registeredinclude such securities in any Demand Registration would cause the Company to breach its obligations under the Other Rights Agreements (as defined herein). If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Investor Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Investor Registrable Securities and other securities, if any, which that can be sold in an orderly manner in such offering within a price range acceptable to the Holders owning more than 50% holders of a majority of the Investor Registrable Securities being requested to be registeredincluded in such registration, then the Company shall include in such registration before registration, prior to the inclusion of any securities which that are not Investor Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, the number of Investor Registrable Securities requested to be included which that, in the opinion of such underwriters 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 Investor 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 Registration Expenses as provided in Section 4 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their reasonable opinion the number of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the 2 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 therein without adversely affecting the Holders owning more than 50% marketability of the Registrable Securities being requested to be registeredoffering, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) the number of Registrable Securities requested to be included which in the reasonable opinion of such underwriters can be sold in an orderly manner within without adversely affecting the price range marketability of such the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holderholder at such time; provided that the holders of Mitchell Registrable Securities shall be entitled to register up to ▇▇-▇/▇% of the Registrable Securities included in the initial Long-Form Registration requested by such holders hereunder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s 's expense must pay their share of the Registration Expenses as provided in Section 4 paragraph 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before the inclusion number which can be so sold in the following order of any securities which are not priorities: (i) first, the Registrable Securities (other than Executive Registrable Securities or Exchanging Bondholder Registrable Securities) requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, (ii) second, the Exchanging Bondholder Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, (iii) the Executive Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iv) fourth, other securities requested to be included in such 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 range of such offering, pro rata among the respective 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 Registration Expenses as provided in Section 4 hereofregistration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any 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 registeredSecurities. 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such therein without adversely affecting the marketability, proposed offering within a price range acceptable to the Holders owning more than 50% price, timing or method of distribution of the Registrable Securities being requested to be registeredoffering, then the Company shall include in such registration before offering prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, the number of Thriving Paws’ Registrable Securities and/or HH-Halo’s Registrable Securities requested to be included which which, in the opinion of such underwriters underwriters, can be sold in an orderly manner within the price range of sold, without any such offeringadverse effect, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. Any Persons other than holder relative to the total number of Registrable Securities held by Thriving Paws and/or HH-Halo that is requesting to include Registrable Securities in such Demand Registration as of the date the Company provided written notice of the Demand Registration to the holders of Registrable Securities Securities, without distinguishing between holders based on who participate in initially requested such Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 4 hereofor otherwise.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% Demand Holder; provided, however, that no such consent shall be required in connection with the inclusion in any Demand Registration of the Registrable Securities being requested Senior Discount Notes and Warrant Shares as and to be registeredthe extent provided below. 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner therein without adversely affecting the price, timing or distribution of the offering, the Company will include in such offering within a price range acceptable to the Holders owning more than 50% of registration, (i) first, the Registrable Securities being requested to be registered, then the Company shall include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offeringregistration, pro rata among the respective holders thereof of such Registrable Securities, on the basis of the amount number of shares of Registrable Securities owned by each such holderholder and requested to be included therein and (ii) second, other securities, if any, requested to be included in such registration. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their proportionate share of the Registration Expenses as provided in Section 4 hereof6.5 hereof that are not borne by the Company.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without In the prior written consent of event that the Holders owning more than 50% of the Registrable Securities being requested offering is to be registered. If a Demand Registration is an underwritten offering public offering, and the managing underwriters advise underwriter in connection therewith advises the Company in writing that marketing factors require a limitation on the number of shares to be sold in their opinion an underwritten public offering, the number of Registrable Securities andto be included in the Registration Statement and underwriting shall be allocated among all Holders requesting registration in proportion, if permitted hereunder as nearly as practicable, to the respective number of Registrable Securities held by them on the date of the request for registration made by the initiating Holders pursuant to Section 2(a)(i). If any Holder would thus be entitled to include more Registrable Securities than such Holder requested to be registered, the excess shall be allocated among other requesting Holder pro rata in the manner described in the preceding sentence. Neither the Company nor any of its stockholders (other than Holders of Registrable Securities) shall be entitled to include any securities requested 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 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 Holders owning more than 50% of the Registrable Securities being requested to be registered, then the Company shall include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective 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 Registration Expenses as provided in Section 4 hereofRegistration.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredSecurities. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 therein without adversely affecting the Holders owning more than 50% marketability of the Registrable Securities being requested to be registeredoffering, then the Company shall will include in such registration before registration, prior to the inclusion of any securities which are not Registrable Securities, (i) first, the Conversion Securities (other than securities requested to be included therein by the Series A Holders, the Series B Holders and the Series B-1 Holders, pro rata among such holders on the basis of the number of shares that each holder has requested to be included in such registration pursuant to contractual obligations with the Companyregistration, and (ii) second, the number of Registrable Securities requested to be included which in by the opinion of such underwriters can be sold in an orderly manner within the price range of such offeringother Investors, pro rata among the respective holders thereof on the basis of the amount number of shares of Registrable Securities owned by that each such holder. Any Persons other than holders of Registrable Securities who participate holder has requested to be included in Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 4 hereofsuch registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any 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 and, if permitted hereunder and other securities requested to be included in such 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 and/or that the number of shares of Registrable Securities proposed to be included in such offering would adversely affect the price range acceptable to the Holders owning more than 50% per share of the Registrable Securities being requested to be registeredCommon Stock, then the Company shall include in such registration before the Registration, prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, the number of Registrable Securities requested to be included which which, in the opinion of such underwriters the underwriters, can be sold in an orderly manner within the price range of such offeringso sold, pro rata (or as may have otherwise been agreed among the Holders of Registrable Securities to be included in such Registration) among the respective holders Holders thereof on the basis of the amount of Registrable Securities owned requested to be registered by each such holderHolder; provided 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 entitled to withdraw such request, upon the affirmative vote of Holders holding at least 66% of such Registrable Securities, and, if such request is withdrawn, the Demand Registration shall not count as a permitted Demand Registration hereunder, and the Company shall pay all Registration Expenses in connection with the withdrawn Registration. 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 hereofArticle VI.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without Upon the prior written consent Company’s commencement of the Holders owning more than 50% of the Registrable Securities being requested to be registered. If a Demand Registration is an underwritten offering the Company shall mail notice thereof to all other Equityholders, and the other Equityholders shall have 20 days after such mailing date to notify the Company of the amount of Registrable Securities they desire to sell in such offering. If the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities registrable securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, securities which can be sold in an orderly manner in such offering within a price range acceptable to the Holders owning more than 50% Investors (or in the case of the Registrable Securities being requested to be registereda Short-Form Registration initiated by other Equityholders such other initiating Equityholders), then the Company shall include in such registration before prior to the inclusion of any securities which are not Long-Form Demand Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) the number amount of Long-Form Demand Registrable Securities requested owned by the Investors to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering. If the full amount of the Long-Form Demand Registrable Securities of the Investors requested to be included in such registration pursuant to this Section cannot be included in full, pro rata among the respective holders thereof on the basis of then the amount of Registrable Securities owned by each such holder. Any Persons other than holders available for registration shall be allocated among the Investors pro rata based upon the amount of Long-Form Demand Registrable Securities who participate requested to be included in Demand Registrations which are not at such registration by the Company’s expense must pay their share of the Registration Expenses as provided in Section 4 hereofInvestors.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without In the prior written consent of event that the Holders owning more than 50% of the Registrable Securities being requested offering is to be registered. If a Demand Registration is an underwritten offering public offering, and the managing underwriters advise underwriter in connection therewith advises the Company in writing that marketing factors require a limitation on the number of shares to be sold in their opinion an underwritten public offering, the number of Registrable Securities andto be included in the Registration Statement and underwriting shall be allocated among all Holders requesting registration in proportion, if permitted hereunder as nearly as practicable, to the respective number of Registrable Securities held by them on the date of the request for registration made by the initiating Holders pursuant to Section 2(a)(i). If any Holder would thus be entitled to include more Registrable Securities than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata in the manner described in the preceding sentence. Neither the Company nor any of its stockholders (other than Holders of Registrable Securities) shall be entitled to include any securities requested 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 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 Holders owning more than 50% of the Registrable Securities being requested to be registered, then the Company shall include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective 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 Registration Expenses as provided in Section 4 hereofRegistration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective 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 's expense must pay their share of the Registration Expenses as provided in Section 4 paragraph 5 hereof.

Priority on Demand Registrations. The Company shall will not include in any Demand Long-Form Registration or Short-Form Registration any securities (other than Company Registrable Securities) which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of at least a majority of the Registrable Securities being requested to be registeredincluded in such registration. If a Demand Long-Form Registration or a Short-Form Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities (and, if permitted hereunder hereunder, other securities requested to be included in such 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 therein without adversely affecting the Holders owning more than 50% marketability of the Registrable Securities being requested to be registeredoffering, then the Company shall will include in such registration before the inclusion of any securities which are not (i) first, (x) if no Company Registrable Securities (other than securities are requested to be included in such registration, the number of Investor Registrable Securities requested to be included in such registration pursuant to contractual obligations with pro rata, if necessary, among the Company) holders of Investor Registrable Securities based on the number of Registrable Securities requested to be included which in the opinion shares 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 Investor Registrable Securities owned by each such holder. Any Persons other than , and (y) if Company Registrable Securities are requested to be included in such registration (and permitted to be included pursuant to the terms hereof), the number of Investor Registrable Securities and Company Registrable Securities requested to be included in such registration pro rata, if necessary, among the Company Registrable Securities and the holders of Investor Registrable Securities who participate based on the number of shares of Investor Registrable Securities and Company Registrable Securities requested to be included therein, and (ii) second, any other Registrable Securities requested to be included 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.such

Priority on Demand Registrations. The Company shall not include in any Demand Registration any 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 and, if permitted hereunder and other securities requested to be included in such 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 and/or that the number of shares of Registrable Securities proposed to be included in such offering would adversely affect the price range acceptable to the Holders owning more than 50% per share of the Registrable Securities being requested to be registeredCommon Stock, then the Company shall include in such registration before the Registration, prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, the number of Registrable Securities requested to be included which which, in the opinion of such underwriters the underwriters, can be sold in an orderly manner within the price range of such offeringso sold, pro rata (or as may have otherwise been agreed among the Holders of Registrable Securities to be included in such Registration) among the respective holders Holders thereof on the basis of the amount of Registrable Securities owned requested to be registered by each such holderHolder; provided 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 entitled to withdraw such request, upon the affirmative vote of Holders holding at least 66% of such Registrable Securities, and, if such request is withdrawn, the Demand Registration shall not count as a permitted Demand Registration hereunder, and the Company shall pay all Registration Expenses in connection with the withdrawn Registration. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s 's expense must pay their share of the Registration Expenses as provided in Section 4 hereofArticle VI.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities or Other Registrable Securities without the prior written consent of both (i) the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration and (ii) the holders of a majority of the Other Registrable Securities included in 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, Other Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities, Other 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 owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) and Other Registrable Securities the number of Registrable Securities and Other 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, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities and Other 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 Registration Expenses as provided in Section 4 hereof.

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration therein, then without adversely affecting the marketability of the offering, the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. Any 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 which are not at the Company’s 's expense must pay their share of the Registration Expenses as provided in Section 4 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which that are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Investor Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holder of the Investor Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before registration, prior to the inclusion of any securities which that are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, 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 offeringoffering acceptable to the holder of Investor Registrable Securities initially requesting registration, pro rata among the respective holders thereof of Registrable Securities on the basis of the amount of Registrable Securities owned by each such holder. Any Persons other than ; provided that the holders of Executive Registrable Securities who and Other Registrable Securities (to the extent holders of Other Registrable Securities are employees of the Company or any of its Subsidiaries) may participate in Demand Registrations which are not at such underwritten offering only to the Company’s expense must pay their share of extent agreed to by the Registration Expenses as provided in Section 4 hereofmanaging underwriters.

Priority on Demand Registrations. The Company shall will not include -------------------------------- in any Demand Long-Form Registration or Short-Form Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of at least a majority of the Registrable Securities being requested to be registeredincluded in such registration. If a Demand Long-Form Registration or a Short-Form Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 therein without adversely affecting the Holders owning more than 50% marketability of the Registrable Securities being requested to be registeredoffering, then the Company shall will include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Companyi) first, 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 offeringregistration pro rata, pro rata if necessary, among the respective holders thereof of Registrable Securities based on the number of shares of Registrable Securities owned by each such holder and (ii) second, any other securities of the Company requested to be included in such registration pro rata, if necessary, on the basis of the amount number of Registrable Securities shares of such other 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 's expense must pay their share of the Registration Expenses as provided in Section 4 6 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before the inclusion number which can be so sold in the following order of any securities which are not priorities: (i) first, the Preferred Registrable Securities and the CISCO Warrant Registrable Securities, pro rata among the holders of Preferred Registrable Securities and CISCO Warrant Registrable Securities on the basis of the number of such securities owned by each such holder, (ii) second, the Common Registrable Securities, pro rata among the holders of Common Registrable Securities on the basis of the number of Common Registrable Securities owned by each such holder and (iii) third, other than securities requested to be included in such registration pursuant registration; provided that, to contractual obligations with the Companyextent (but only to the extent) the number of managing underwriters advise the Company in writing that in their opinion Registrable Securities requested to held by holders who are also employees of the Company or any of its Subsidiaries cannot be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of offering without adversely effecting such offering, pro rata among the respective holders thereof on the basis of the amount of such Registrable Securities owned by each shall not be included in 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 hereofoffering.

Priority on Demand Registrations. The Company shall Issuer will not include in -------------------------------- any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company Issuer in writing that that, in their opinion opinion, the number of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration, then the Company shall Issuer will include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Companyi) first, ----- the number of Registrable Securities requested to be included in such registration 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 number of Registrable Securities 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. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s Issuer's expense must pay their share of the Registration Expenses as provided in Section 4 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Investor Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, registration 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 Holders owning more than 50% of the Registrable Securities being requested to be registeredInitiating Holders, then the Company shall include in such registration before registration: (i) first, the inclusion Investor Registrable Securities requested to be included in such registration, pro rata among the holders of any such Investor Registrable Securities on the basis of the number of shares owned by such holders; (ii) second, 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 (iii) third, other securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) the number of registration rights ("Other 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 offeringSecurities"), pro rata among the respective holders thereof on the basis of the amount number of their securities requested to be included therein. Without the consent of the Company and the holders of a majority of the Investor Registrable Securities owned by each included in such holder. Any Persons registration, any Person 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 hereof5 below.

Priority on Demand Registrations. The Company shall If a Demand Registration is an underwritten public offering and the managing underwriters advise the Corporation in writing that in their opinion the inclusion of the number of shares of Registrable Securities and other securities requested to be included in such offering creates a substantial risk that the price per share of Common Stock will be reduced, the Corporation will include in such registration the number of shares of securities of the Corporation which in the opinion of such underwriters can be sold in such offering without creating such a risk, allocated in the following manner: (i) first, the Registrable Securities requested to be included in such offering, pro rata among the respective Holders of Registrable Securities on the basis of the number of shares of Registrable Securities owned or deemed to be owned by such Holders, with further successive pro rata allocations among the Holders of Registrable Securities if any such Holder of Registrable Securities has requested the registration of less than all such Registrable Securities such Holder is entitled to register; and (ii) second, other securities of the Corporation requested to be included in such offering. Notwithstanding the above, if a Demand Registration is not an underwritten public offering, the Corporation will not include in any such Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holder or Holders owning more than 50% of a majority 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 and, if permitted hereunder other securities requested to be included in such 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 Holders owning more than 50% of the Registrable Securities being requested to be registered, then the Company shall include in such registration before the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective 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 Registration Expenses as provided in Section 4 hereofregistration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, registration 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 Holders owning more than 50% holders of the Registrable Securities being requested to be registeredmaking such Demand Registration, then the Company shall include in such registration before registration: (i) first, the inclusion Investor Registrable Securities, pro rata among the holders of any such Investor Registrable Securities on the basis of the number of shares owned by such holders; (ii) second, the Registrable Securities other than 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 (iii) third, other securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offeringregistration rights ("OTHER REGISTRABLE SECURITIES"), pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holdertheir securities requested to be included therein. Any Without the consent of the Company, 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 SECTION 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Investor Registrable Securities without the prior written consent of the Holders owning more than 50holders of at least 55% of the Investor Registrable Securities being requested to be registeredincluded in 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 Investor Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Investor 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 owning more than 50holders of at least 55% of the Investor Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before prior to the inclusion of any securities which are not Investor Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) the number of Investor 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, pro rata among the respective holders thereof on the basis of the amount of Investor Registrable Securities owned by each such holder. Any Unless otherwise approved by the Company's board of directors, any Persons other than holders of Investor Registrable Securities who participate in Demand Registrations which are not at the Company’s 's expense must pay their share of the Registration Expenses as provided in Section 4 paragraph 5 hereof.

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before the inclusion number which can be so sold in the following order of any securities which are not priorities: (i) first, the Registrable Securities (other than Class B Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, (ii) second, the Class B Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such 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 range of such offering, pro rata among the respective 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 Registration Expenses as provided in Section 4 hereofregistration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50holders of at least 75% of the Investor Registrable Securities being requested to be registeredincluded in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 without adversely affecting the Holders owning more than 50% marketability of the Registrable Securities being requested to be registeredoffering, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 without adversely affecting the marketability of the offering, first pro rata among the respective holders of the Registrable Securities (including, without limitation, the holders of Registrable Securities which shall have requested to be included in an orderly manner within such Demand Registration pursuant to the price range provisions of paragraph 2) on the basis of the amount of Registrable Securities owned by each such offeringholder and then to the extent that 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 Registrable Securities 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 's expense must pay their share of the Registration Expenses as provided in Section 4 paragraph 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50of at least 75% of the Registrable Securities being requested to be registeredinitially 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securitiesshares, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Majority Holders owning more than 50% initially requesting registration, subject, however, to the terms of any other agreement entered into prior to the Registrable Securities being requested date hereof to which the Company shall be registereda party, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective holders thereof Holders of Registrable Securities, on the basis of the amount of Registrable Securities owned shares requested for inclusion by each such holder. Any Persons Holder, then, after the inclusion of all such Registrable Securities, the Company shall include any 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 hereofsecurities requested for inclusion.

Priority on Demand Registrations. The Except as required by the Third Party Registration Rights, the Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall include in such registration before the registration, prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, the number of Registrable Securities requested to be included which which, in the opinion of such underwriters the underwriters, can be sold in an orderly manner within the price range of such the offering, pro rata among the respective 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 's expense must pay their share of the Registration Expenses as provided in Section 4 hereof7.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in such registration without adversely affecting the marketability of the offering, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned requested by each such holderholder to be included in such offering. Any Notwithstanding anything herein to the contrary, 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 which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 4 paragraph 5 hereof.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Securities or Warrant Shares without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to be registeredincluded in 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 Securities, Warrant Shares and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities Securities, Warrant Shares and other securities, if any, which can be sold in an orderly manner in such offering within a the price range acceptable to the Holders owning more than 50% holders of a majority of the CHS Registrable Securities being requested to be registeredinitially requesting registration, then the Company shall will include in such registration before (i) first, the inclusion number of any securities which are not Registrable Securities (other than securities and Warrant Shares requested to be included in such 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 range of such offeringwithout adverse effect, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities and/or Warrant Shares, as the case may be, 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. 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.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which that are not Registrable Securities Securities, including securities proposed to be sold by the Company for its account, without the prior written consent of the Holders owning more than 50% Investors of at least a majority of the Registrable Securities being requested to included in such registration. All Demand Registrations shall be registeredunderwritten registrations unless the Investors holding at least a majority of the Registrable Securities included therein agree otherwise. If in 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities and other securities, if any, which that can be sold in an orderly manner in such offering within a price range acceptable to therein without adversely affecting the Holders owning more than 50% marketability of the Registrable Securities being requested to be registeredoffering, then the Company shall include in such registration before the inclusion of any securities which are not so advise all Investors holding Registrable Securities (other than securities requested to which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all such Investors, including the Investors initiating the registration pursuant in proportion (as nearly as practicable) 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 range of such offering, pro rata among the respective holders thereof on the basis of the amount amounts of Registrable Securities owned by each such holder. Any Persons other than holders Investor at the time of filing the Registration Statement; provided, however, that the number of shares of Registrable Securities who participate to be included in Demand Registrations which such underwriting shall not be reduced unless all other securities are not at first entirely excluded from the Company’s expense must pay their share of the Registration Expenses as provided in Section 4 hereofunderwriting.

Priority on Demand Registrations. The (i) Prior to the Other Stockholders Restriction Termination Date, the Company shall not include in any Demand Registration any securities which that are not Investor Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Investor Registrable Securities being requested included in such registration. Prior to be registered. If the Other Stockholders Restriction Termination Date, if a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Investor Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Investor Registrable Securities and other securities, if any, which that can be sold in an orderly manner in such offering within a price range acceptable to the Holders owning more than 50% holders of a majority of the Investor Registrable Securities being requested to be registeredincluded in such registration, then the Company shall include in such registration before registration, prior to the inclusion of any securities which that are not Investor Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, the number of Investor Registrable Securities requested to be included which that, in the opinion of such underwriters 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 Investor 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 Registration Expenses as provided in Section 4 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Investor Registrable Securities being requested to be registeredincluded in such Demand 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 and, if permitted hereunder hereunder, other securities requested to be included in such offering, offering exceeds the number of Registrable Securities and other securities, if any, securities which can be sold therein in an orderly manner in such offering within a price range acceptable to the Holders owning more than 50% holders of the a majority of Investor Registrable Securities being requested to be registeredincluded in such offering, then the Company shall include in such registration before prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such 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 range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned requested to be included therein 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 5 hereof.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders owning more than 50% holders of a majority of the Registrable Securities being requested to included in such registration, which consent will not be registeredunreasonably withheld. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that in their opinion the number of Registrable Securities and, if permitted hereunder hereunder, other securities requested to be included in such offering, 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 therein without adversely affecting the Holders owning more than 50% marketability of the Registrable Securities being requested to be registeredoffering, then the Company shall will include in such registration before registration, prior to the inclusion of any securities which are not Registrable Securities (other than securities requested to be included in such registration pursuant to contractual obligations with the Company) Securities, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within without adversely affecting the price range marketability of such the offering, pro rata among the respective holders thereof of Registrable Securities on the basis of the amount number of shares of Registrable Securities owned by that each holder of Registrable Securities has requested to be included in such holderregistration. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s 's expense must pay their share of the Registration Expenses as provided in Section 4 paragraph 5 hereof.