Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares).

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered managing underwriters in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such any underwritten Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise give written advice to the Company and the Holders in writing that in their opinion the of Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success registration of such offeringan Underwriters' Maximum Number, then then: (i) the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities shall be entitled to participate in allocated pro rata among the Holders of such Demand Registration (PRO RATA Registrable Securities on the basis of the amount number of Registrable Securities requested to be included in such registration therein by each such Holder) first; and (ii) if the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that Underwriters' Maximum Number exceeds the number of securities Registrable Securities requested by the Holders thereof to be included in such registration, then the Company may include in such registration will that number of other securities which the Company and/or persons (other than the Holders as such) shall have requested be included in such registration as shall be determined by the Company in its sole discretion and which shall not exceed that amount that can, in be greater than such excess. Neither the opinion Company nor any of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the its stockholders (other than Holders of Registrable Securities, ) shall be entitled to include any securities in any underwritten Demand Registration unless the Company or such stockholders (as a group, the case may be) shall have agreed in writing to sell such securities on the right same terms and conditions as shall apply to one additional Demand Registration under this section with respect to the Registrable Securities for the number of shares so excluded (but to be included in no event shall such additional Demand Registration be for less than 250,000 shares)Registration.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a any Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering thereof advise the Company and the Holders in writing that in its or their reasonable opinion (or in the case of a Demand Registration not being underwritten, the Demanding Holders shall reasonably determine (and notify the selling Holders of such determination)) that the number of securities proposed to be sold in such Demand Registration is inconsistent with that which can be sold in such offering without having a material adverse effect on the success of the offering (including, without limitation, an adverse impact on the selling price or the number of Registrable Securities that any participating Holder may sell), the Company will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters (or the Demanding Holders, as the case may be) can be sold without having a material adverse effect on the success of the offering, in the following order of priority: (i) first, the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect Demand Registration by the success of such offeringDemanding Holders, then (iii) the Holders of second, any Registrable Securities shall held by any other Persons (other than the Company) requested to be entitled to participate included in such Demand Registration (PRO RATA Registration, in each case pro rata on the basis of the amount number of Registrable Securities requested to be included by such Holders and (iii) third, any securities held by any other Persons requested to be included in such registration by each such Holder) first; and (ii) Demand Registration, on a pro rata basis. Notwithstanding the Company and foregoing, no other equity security holders of the Company entitled to participate will Holder shall be entitled to participate in such any non-underwritten offering under a shelf registration (with statement as to which CSC is the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)Demanding Holder.

Priority on Demand Registrations. If The Company will not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the Holders of at least a majority of the Registrable Securities to be registered included in such registration. If the Company determines or, in the event a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters"underwriter(s) of such offering advise the Company and in writing, that the Holders in writing that in their opinion the number of Registrable Securities and, if permitted pursuant to the immediately preceding sentence, other securities requested to be included in such offering is sufficiently large to materially and adversely affect exceeds the success of such offering, then (i) the Holders number of Registrable Securities shall and other securities, if any, which can be entitled to participate sold therein without adversely affecting the marketability of the offering, the Company will include in such Demand Registration (PRO RATA on registration prior to the basis inclusion of any securities which are not Registrable Securities the amount number of Registrable Securities requested to be included (whether upon exercise of a Demand Registration right or upon exercise of the right to participate in such registration a Demand Registration) that in the opinion of the Company or such underwriter(s), as the case may be, can be sold without adversely affecting the marketability of the offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities held by each such Holder) first; and (ii) provided, however, that if, as a result of such pro-ration, the Company and other equity security holders of the Company entitled to participate will Requesting Holder shall not be entitled to participate include in such a registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent all Registrable Securities so of the class that such Requesting Holder had requested to be registered are excluded from the offeringincluded, the Holders of Registrable Securities, then such registration shall not count as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 sharesSection 2(b).

Priority on Demand Registrations. If The Holder making the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, may elect whether the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering or otherwise; provided, however, that such Holder may not elect that such offering be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. In any case in which an offering is in the form of a firm commitment underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in its or their opinion the number of Registrable Securities proposed to be sold in such offering exceeds the number of Registrable Securities that can be sold in such offering without adversely affecting the market for the Company’s common stock, the Company will include in such registration the number of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market for the Company’s common stock. In such event, the number of Registrable Securities, if any, to be offered for the accounts of Holders (including the Holder making the Demand Registration) shall be reduced pro rata on the basis of the relative number of any Registrable Securities requested by each such Holder to be included in such registration to the extent necessary to reduce the total number of Registrable Securities to be included in such offering is sufficiently large to materially and adversely affect the success of number recommended by such offering, then (i) managing underwriter or underwriters. In the Holders of Registrable Securities event the Holder making the Demand shall be entitled receive notice pursuant to participate in such Demand Registration (PRO RATA on the basis of this Section 2.3 that the amount of Registrable Securities requested to be included in offered for the account of such registration by each Holder shall be reduced, such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will Holder shall be entitled to participate in withdraw the Demand by written notice to the Company within seven (7) days after receipt of such registration (notice, with the holders of effect that such securities being entitled to participate in accordance with the relative priorities, if any, as Demand shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled be deemed not to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)been made.

Priority on Demand Registrations. If The Company shall not include in any Demand Registration any securities that are not Warburg Registrable Securities (other than Ordinary Shares held by holders of Convertible Notes for so long as the Holders of a majority holders of the Registrable Securities Convertible Notes have piggyback rights pursuant to be registered the terms thereof) without the prior written consent of the Warburg Majority Holders included in such Demand Registration. If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large 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 specified in the Demand Request pursuant to materially Section 2(a) and without adversely affect affecting the success marketability of such the offering, then (i) the Holders of Registrable Securities Company shall be entitled to participate include in such Demand Registration (PRO RATA on A) first, the basis number of the amount of Warburg Registrable Securities requested to be included in such registration pro rata, if necessary, among the holders of Warburg Registrable Securities based on the number of Warburg Registrable Securities owned by each such Holder) first; Shareholder and (iiB) the Company and second, any other equity security holders securities of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that canpro rata, in if necessary, on the opinion basis of the number of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so other securities requested to be registered are excluded from included therein by each such Shareholder; provided, that Registrable Securities held by employees of the offeringCompany shall be included in such Demand Registration only if, and only to the extent that, the Holders of Registrable Securities, as a group, shall have managing underwriters advise the right to one additional Demand Registration under this section with respect to Company in writing that in their opinion such Registrable Securities for can be sold therein without adversely affecting the number marketability of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)offering.

Priority on Demand Registrations. If No securities to be sold for the account of any Person (including the Company) other than the Requesting Holders shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Company and the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price or success of the offering (a "Material Adverse Effect"). Furthermore, in the event the managing underwriter or underwriters shall advise the Company and the Requesting Holders that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Shares proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large to cause a Material Adverse Effect, the Requesting Holders holding a majority of the Registrable Securities Shares held by the Requesting Holders for which registration was previously requested may withdraw their Demand Request by giving notice to the Company, and if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Section 1.1. If such Requesting Holders do not withdraw such Demand Request, the Registrable Shares of the Requesting Holders to be registered included in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall equal the number of shares which the Company is so advised can be sold in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise without a Material Adverse Effect, and such shares shall be allocated pro rata among the Company and Requesting Holders on the Holders in writing that in their opinion basis of the number of Registrable Securities Shares requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each such Requesting Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares).

Priority on Demand Registrations. If the Holders of a majority of the The Company shall not include in any Demand Registration or Shelf Offering, any securities that are not Registrable Securities to be registered in without the prior written consent of MDP and Blueapple. If a Demand Registration so elector Shelf Offering is an underwritten offering and the managing underwriter(s) or broker-dealer(s) advises MDP or the Company, as applicable, that in its opinion the offering number of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such eventand, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially and adversely affect exceeds the success of such offering, then (i) the Holders maximum number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the price, timing or distribution of the offering (such maximum number, the “Maximum Offering Amount”), then the Company shall be entitled to participate include in such Demand Registration registration: (PRO RATA a) first, the Registrable Securities that can be sold without exceeding the Maximum Offering Amount, pro rata based on the basis of the amount number of Registrable Securities held by each Stockholder, the Call Option Holder or by Blueapple, and (b) second, to the extent that the Maximum Offering Amount has not been reached, any other securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so Demand Registration or Shelf Offering that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, can be sold without exceeding the Maximum Offering Amount; provided that if such managing underwriter(s) or broker-dealer(s) provide written notice advising in good faith, based upon the then prevailing market precedent and public investor expectations, that participation in the offering by any Management Stockholder would materially and adversely affect the marketability of such material adverse effect. To the extent offering, then Registrable Securities so requested to held by one or more Management Stockholders may be registered are excluded (in whole or in part) from the such offering, the Holders of Registrable Securities, as even if such exclusion would not treat such Management Stockholder on a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)pro rata basis.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by the Holders of a majority of the Registrable Securities included in such registration, subject to be registered the Company's reasonable approval) advises the Company, in a Demand Registration so electwriting, that, in its good faith judgment, the offering number of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities securities requested to be included in such registration exceeds the number which can be sold in such offering is sufficiently large to without materially and adversely affect affecting the success marketability of such the offering, then the Company will include in any such registration the maximum number of shares which the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each the initiating Holders and securities of other Holders of Registrable Securities and other holders of registration rights under the Holding Stockholder Registration Rights Agreement, with such Holdersecurities to be included on a pro rata basis (or in such other proportion mutually agreed among such holders) first; based on the amount of securities requested to be included therein and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative prioritiessecond, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent that any such person has requested registration of fewer other securities than such person is entitled to have registered so may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the number Company proposes to sell. If the initiating Holders are not allowed to register all of securities the Registrable Securities requested to be included in by such registration will Holders because of allocations required by this section, such initiating Holders shall not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested deemed to be registered are excluded from the offering, the Holders of Registrable Securities, as have exercised a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number purposes of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 sharesSection 2(b).

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered managing underwriters in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such any underwritten Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success requesting Holder(s) of such offeringan Underwriters’ Maximum Number, then then: (i) the Holders of Registrable Securities shall Company will be entitled obligated and required to participate include in such Demand Registration (PRO RATA on registration the basis of the amount maximum number of Registrable Securities requested by the Holder(s) to be registered (on a pro-rata basis based on such Holders’ respective ownership of Registrable Securities) and which does not exceed the Underwriters’ Maximum Number; (ii) if the Underwriters’ Maximum Number exceeds the number of Registrable Securities requested by the Holder(s) to be registered, the Company will be entitled to include in such registration the maximum number of securities which shall have been requested by the Company to be included in such registration by each for the account of the Company and which shall not be greater than such Holder) firstexcess; and (iiiii) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities which the Company and other equity security holders of the Company entitled shall be required to participate will be entitled to participate include in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that Demand Registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which any other Persons shall have requested be included in such registration and which shall not be greater than such excess. Neither the Company nor any of its stockholders shall be entitled to include any securities in any underwritten Demand Registration unless the Company or such stockholders (as the case may be) shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the Registrable Securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)Registration.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares securities so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares$1,000,000 principal amount of Registrable Securities).

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by the Holders of a majority of the Registrable Securities included in such registration, subject to be registered the Company’s reasonable approval) advises the Company, in a Demand Registration so electwriting, that, in its good faith judgment, the offering number of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities securities requested to be included in such registration exceeds the number which can be sold in such offering is sufficiently large to without materially and adversely affect affecting the success marketability of such the offering, then the Company will include in any such registration the maximum number of shares which the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each the initiating Holders and securities of other Holders of Registrable Securities and other holders of registration rights under the Existing Registration Rights Agreement, with such Holdersecurities to be included on a pro rata basis (or in such other proportion mutually agreed among such holders) first; based on the amount of securities requested to be included therein and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative prioritiessecond, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent that any such person has requested registration of fewer other securities than such person is entitled to have registered so may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the number Company proposes to sell. If the initiating Holders are not allowed to register all of securities the Registrable Securities requested to be included in by such registration will Holders because of allocations required by this section, such initiating Holders shall not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested deemed to be registered are excluded from the offering, the Holders of Registrable Securities, as have exercised a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number purposes of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 sharesSection 2(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 of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the Holders 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 of a majority of the Registrable Securities to be registered included in a Demand Registration so electsuch registration therein, without adversely affecting the marketability of the offering, the offering Company shall include in such registration prior to the inclusion of such any securities which are not Registrable Securities pursuant to such Demand Registration shall be in (i) first, the form number of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested to be included held by the Investor or its permitted transferees which in the opinion of such offering is sufficiently large to materially and adversely affect underwriters can be sold in an orderly manner within the success price range of such offering, then (i) pro rata among the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA respective holders thereof on the basis of the amount of Registrable Securities requested to be included in such registration owned by each such Holder) first; holder and (ii) second, other registrable securities of the Company included therein, pro rata among such holders on the basis of the amount of Registrable Securities owned by each such holder. Without the consent of the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such a majority of the registrable securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that canregistration, in the opinion any Persons other than holders of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered who participate in Demand Registrations which are excluded from not at the offering, Company's expense must pay their share of the Holders of Registrable Securities, Registration Expenses as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but provided in no event shall such additional Demand Registration be for less than 250,000 shares)Section 5 hereof.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities No securities to be registered sold for the account of any Person (including the Corporation) other than a Requesting Holder shall be included in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if unless the managing underwriter or underwriters (shall advise the "Underwriters") Corporation or the Requesting Holders that the inclusion of such securities will not materially and adversely affect the price, timing or distribution of the offering (a "Material Adverse Effect"). Furthermore, in the event the managing underwriter or underwriters shall advise the Company and Corporation or the Requesting Holders in writing that in their opinion even after exclusion of all securities of other Persons (including the Corporation) pursuant to the immediately preceding sentence, the amount of Registrable Securities requested proposed to be included in such offering Demand Registration by Requesting Holders is sufficiently large to materially and adversely affect cause a Material Adverse Effect, the success of such offering, then (i) the Holders of Registrable Securities shall of the Requesting Holders to be entitled to participate included in such Demand Registration (PRO RATA shall equal the number of shares which the Corporation or the Requesting Holders are so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the amount number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative prioritiesprovided, however, that if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered pursuant to a Demand Request under Section 2.01 are excluded from registration hereunder, then the offering, the Holders of Registrable Securities, as a group, Holder(s) having shares excluded ("Excluded Holders") shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (withdraw all, but in no event shall such additional Demand Registration be for not less than 250,000 shares)all, of their shares from such registration.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, is an underwritten Public Offering and the offering of such Registrable Securities pursuant to managing underwriters for such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the applicable Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially and adversely affect Demand Registration exceeds the success of such offering, then (i) the Holders number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders beneficially owning a majority of the Registrable Securities initially requested to be included in the Demand Registration, timing or method of distribution of the offering, the Company shall be entitled to participate include in such Demand Registration (PRO RATA on the basis of the amount number of Registrable Securities which can be sold without such adverse effect in the following order of priority: (i) first, the Registrable Securities beneficially owned by Holders requested to be included in such registration Demand Registration, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder) first; and (ii) second, any securities to be sold by the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has for its own account requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that canDemand Registration by the Company; and (iii) third, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so other securities requested to be registered included in such Demand Registration to the extent permitted hereunder; provided that the Company shall not include in any Demand Registration any such securities pursuant to the foregoing clause (iii) which are excluded from not Registrable Securities without the offering, prior written consent of the Holders beneficially owning a majority of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but initially requested to be included in no event shall such additional Demand Registration be for less than 250,000 shares)Registration.

Priority on Demand Registrations. If The Company may include in any registration pursuant to this Section 1.2 any securities which are not Registrable Securities; provided, if such registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities 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 price range acceptable to the Holders of a majority of the Registrable Securities to be registered included in a Demand Registration so electsuch registration therein, without adversely affecting the marketability of the offering, the offering Company shall include in such registration prior to the inclusion of such any securities which are not Registrable Securities pursuant to such Demand Registration shall be in (i) first, the form number of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested to be included by the Holders which in such offering is sufficiently large to materially and adversely affect the success opinion of such underwriters can be sold in an orderly manner without affecting the marketability of the offering, then (i) pro rata among the respective Holders thereof on the basis of the number of Registrable Securities shall requested to be entitled included therein by each such Holder, and (ii) second, other securities which the Company has requested to participate be included in such Demand Registration (PRO RATA registration, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities such securities requested to be included in such registration therein by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)holder.

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 Requesting Holders holding a majority of Registrable Securities, provided that the Company may include in such Demand Registration securities of the Company for sale for its own account, subject to the priority provision described below. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company and applicable Requesting Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration 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 of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offeringDemand Registration, then (i) the Holders Company shall reduce the number of Registrable Securities shall be entitled to participate in such Demand Registration which can be so sold (PRO RATA a “Demand Cutback”) as follows: (x) first, the securities the Company proposes to sell and (y) then second, (i) 50% of the Demand Cutback shall apply to Registrable Securities requested by any Holder to be included in the Demand Registration, pro rata among the respective Holders of such Registrable Securities on the basis of the amount number of Registrable Securities requested to be included in such registration by each such Holder) first; , and (ii) the Company and other equity security holders 50% of the Company entitled Demand Cutback shall apply to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent Registrable Securities requested by any such person has requested registration of fewer securities than such person Holder that is entitled to have registered so that the number of securities not a Demand Holder to be included in such registration will not exceed that amount that canthe Demand Registration, in pro rata among the opinion respective Holders of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so on the basis of the number of Registrable Securities requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall included by each such additional Demand Registration be for less than 250,000 shares)Holder.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered If, in a any Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of -------------------------------- involving an underwritten offering. In such event, if Underwritten Offering the managing underwriter or underwriters (the "Underwriters") of such offering thereof advise the Demanding Holders or the Company and the Holders in writing that in its or their reasonable opinion the number of Registrable Securities proposed to be sold in such Demand Registration exceeds the number that can be sold in such offering or will adversely affect the success of such offering (including, without limitation, an impact on the selling price or the number of Registrable Securities that any participant may sell), the Company shall include in such registration only the number of Registrable Securities, if any, which in the opinion of such underwriter or underwriters can be sold without having an adverse effect on the success of the offering and in accordance with the following priority: (i) first, Registrable Securities held by Demanding Holders ----- in the group initially requesting such registration, allocated pro rata among such group (based upon the number of Registrable Securities requested to be included in such offering is sufficiently large to materially Demand Registration) and adversely affect (ii) second, pro rata (based upon the success of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount ------ number of Registrable Securities requested to be included in such registration by each such HolderHolders) first; and (ii) among the other Holders of Registrable Securities who have requested to include Registrable Securities in such registration. If all Registrable Securities requested to be sold in the Underwritten Offering are included therein, the Company and may include other equity security holders shares of the Company entitled to participate will be entitled to participate Stock in such registration (with the holders of such securities being entitled to participate offering in accordance with the relative prioritiesfollowing priority, if any, as shall exist among them), in each case with further PRO RATA allocations but not to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that exceed the number recommended by the managing underwriter or underwriters: (x) first, pro rata ----- among any other shareholders of securities the Company having piggyback or other similar registration rights and (y) second, shares of Stock proposed to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter sold by or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities ------ for the number account of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)the Company.

Priority on Demand Registrations. If The Company will not include in any Long-Form Registration or Short-Form Registration any securities (other than Company Registrable Securities) which are not Registrable Securities without the Holders prior written consent of the holders of at least a majority of the Registrable Securities to be registered included in such registration. If a Demand Long-Form Registration so elect, the offering of such Registrable Securities pursuant to such Demand or a Short-Form Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially offering) exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affect affecting the success marketability of such the offering, then the Company will include in such registration (i) the Holders of first, (x) if no Company Registrable Securities shall are requested to be entitled to participate included in such Demand Registration (PRO RATA on registration, the basis of the amount number of Registrable Securities requested to be included in such registration pro rata, if necessary, among the holders of Registrable Securities based on the number of shares of Registrable Securities owned by each such Holder) first; holder, and (iiy) the if Company and other equity security holders of the Company entitled Registrable Securities are requested to participate will be entitled to participate included in such registration (with the holders of such securities being entitled to participate in accordance with the relative prioritiesregistration, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities Registrable Securities and Company Registrable Securities requested to be included in such registration will not exceed that amount that canpro rata, in if necessary, among the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Company Registrable Securities so requested to be registered are excluded from and the offering, the Holders holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for based on the number of shares so excluded of Registrable Securities and Company Registrable Securities requested to be included therein, and (but ii) second, any other securities of the Company requested to be included in no event shall such additional registration pro rata, if necessary, on the basis of the number of 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 expense must pay their share of the Registration be for less than 250,000 shares)Expenses as provided in Section 6 hereof.

Priority on Demand Registrations. If Except for Common Stock required to be included in such Demand Registration pursuant to the Holders 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 of a majority of the Registrable Securities to be registered included in such registration. If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders 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 of a majority of the Registrable Securities requested to be included in such offering is sufficiently large registration, then the Company shall include in such registration prior to materially the inclusion of any securities which are not Registrable Securities or Existing Registrable Securities, the number of Registrable Securities and adversely affect the success 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, then (i) pro rata among the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA respective holders thereof on the basis of the amount of Registrable Securities requested to be included in such registration and Existing Registrable Securities owned by each such Holder) first; and (ii) the Company and holder. Any Persons other equity security than holders of the Company entitled to participate will be entitled to Registrable Securities or Existing Registrable Securities who participate in such registration (with Demand Registrations which are not at the holders Company’s expense must pay their share of such securities being entitled to participate the Registration Expenses as provided in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)Section 5 hereof.

Priority on Demand Registrations. If The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities requested to be registered included in a the Demand Registration. If the Demand Registration so elect, is an underwritten offering and the offering of such Registrable Securities pursuant to managing underwriters for such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the applicable Requesting Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration 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 of a majority of the Registrable Securities requested to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect Demand Registration, which in the success opinion of such underwriter can be sold in an orderly manner within the price range of such offering, then (i) pro rata among the respective Holders of such Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA 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 registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations Demand Registration to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)permitted hereunder.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affect affecting the success marketability of the offering (the "Offering Quantity"), the Company will include in such offering, then registration securities in the following priority: (i) the Holders of first, before including any securities which are not Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on held by the basis Holders, the Company will include all of the amount Registrable Securities requested to be included by such Holders, and if the number of Registrable Securities requested to be included in such registration by exceeds the Offering Quantity, then the Company shall include only each such requesting Holder) first's pro rata share of the Offering Quantity, based on the amount of Registrable Securities held by such Holder (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 and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative prioritiessecond, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled (and only to have registered so the extent) that the number Offering Quantity exceeds the aggregate amount of securities Registrable Securities which are requested to be included in such registration, the Company shall include in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so other securities requested to be registered are excluded from included in the offering, the Holders . 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 a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but set forth in no event shall such additional Demand Registration be for less than 250,000 shares)Section 2.5 hereof.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by the Holders of a majority of the Registrable Securities included in such registration, subject to be registered the Company's reasonable approval) advises the Company, in a Demand Registration so electwriting, that, in its good faith judgment, the offering number of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities securities requested to be included in such registration exceeds the number which can be sold in such offering is sufficiently large to without materially and adversely affect affecting the success marketability of such the offering, then the Company will include in any such registration the maximum number of shares which the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each the initiating Holders and securities of other Holders of Registrable Securities and other holders of registration rights under the Existing Registration Rights Agreement, with such Holdersecurities to be included on a pro rata basis (or in such other proportion mutually agreed among such holders) first; based on the amount of securities requested to be included therein and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative prioritiessecond, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent that any such person has requested registration of fewer other securities than such person is entitled to have registered so may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the number Company proposes to sell. If the initiating Holders are not allowed to register all of securities the Registrable Securities requested to be included in by such registration will Holders because of allocations required by this section, such initiating Holders shall not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested deemed to be registered are excluded from the offering, the Holders of Registrable Securities, as have exercised a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number purposes of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 sharesSection 2(b).

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the is an -------------------------------- underwritten offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if and the managing underwriter or underwriters (the "Underwriters") of such offering determine in good faith and advise the Company and the Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then exceeds the number of Registrable Securities and other securities, if any, which could be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (i) first, the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by the Holders (or, if necessary, such Registrable Securities pro rata among the Holders thereof based upon the number of Registrable --- ---- Securities owned by each such Holder) firstHolder or such other arrangement agreed to among the Holders); and and (ii) the Company and thereafter, other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securitiesregistration, as a group, shall determined by the Company. If the managing underwriters have the right to one additional Demand Registration under this section with respect to Registrable Securities for not limited the number of shares Registrable Securities or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriters so excluded agree and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. The Holders of any Registrable Securities to be included in such an 3 underwritten offering shall enter into an underwriting agreement (but which shall be in no event customary form, may include agreements as to indemnification and contribution and shall provide that the representations and warranties by the Company to and for the benefit of such additional Demand Registration underwriters shall also be made to and for less than 250,000 sharesthe benefit of such Holders).

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders Holder that, in writing that in their opinion such underwriter’s opinion, the Registrable Securities aggregate number of securities requested to be included in such offering by the Holder together with securities required to be included by the Company pursuant to requests of the Other Stockholders pursuant to the Other Agreement exceeds the number of securities which can be sold in an orderly manner in such offering within a price range acceptable to the Holder and a majority of the outstanding Registrable Securities (as such term is sufficiently large defined in the Other Agreement and referred to materially and adversely affect herein as the success of such offering“Other Registrable Securities”) requesting registration under the Other Agreement, then (i) the Holders of Registrable Securities shall be entitled to participate Company will include in such Demand Registration (PRO RATA on registration, prior to the basis inclusion of any other securities, the amount maximum number of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders Holder together with securities of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities Other Stockholders required to be included in such registration will not exceed that amount that canincluded, which, in the opinion of such Managing Underwriter or Underwritersunderwriters, can be sold without any in an orderly manner within such material adverse effect. To price range, pro rata among the extent Registrable Securities so requested to be registered are excluded from Holder and the offering, respective Other Stockholders on the Holders basis of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but of Registrable Securities owned by the Holder and the number of securities owned by the Other Stockholders eligible for inclusion in no event shall such additional the Demand Registration be for less than 250,000 shares)pursuant to the Other Agreement on a fully diluted basis outstanding immediately prior to such registration.

Priority on Demand Registrations. If The Company will not include in any Long-Form Registration or Short-Form Registration any securities (other than Company Registrable Securities) which are not Registrable Securities without the Holders prior written consent of the holders of at least a majority of the Registrable Securities to be registered included in such registration. If a Demand Long-Form Registration so elect, the offering of such Registrable Securities pursuant to such Demand or a Short-Form Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially offering) exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affect affecting the success marketability of such the offering, then the Company will include in such registration (i) the Holders of first, (x) if no Company Registrable Securities shall are requested to be entitled to participate included in such Demand Registration (PRO RATA on registration, the basis number of the amount of Investor Registrable Securities requested to be included in such registration pro rata, if necessary, among the holders of Investor Registrable Securities based on the number of shares of Investor Registrable Securities owned by each such Holder) first; holder, and (iiy) the if Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has Registrable Securities are requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can(and permitted to be included pursuant to the terms hereof), in the opinion number of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Investor Registrable Securities so and Company Registrable Securities requested to be registered are excluded from included in such registration pro rata, if necessary, among the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Company Registrable Securities for and the holders of Investor Registrable Securities based on the number of shares so excluded of Investor Registrable Securities and Company Registrable Securities requested to be included therein, and (but ii) second, any other Registrable Securities requested to be included in no event shall such additional Demand Registration be for less than 250,000 shares).such

Priority on Demand Registrations. If The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the Holders of a majority prior written consent of the holders of Investor Registrable Securities to be registered included in such Demand Registration. If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large 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 specified in the Demand Request pursuant to materially Section 2(a) and without adversely affect affecting the success marketability of such the offering, then (i) the Holders of Registrable Securities Company shall be entitled to participate include in such Demand Registration (PRO RATA on A) first, solely in the basis event of a registration following a Call/Put Default, the amount number of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of WCAS Majority Holders pro rata, if necessary, among the Company entitled to participate will be entitled to participate WCAS Majority Holders included in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that Demand Registration based on the number of securities Registrable Securities owned by each such WCAS Majority Holder, (B) second, the number of Registrable Securities requested to be included in such registration will not exceed that amount that canpro rata, in if necessary, among the opinion holders of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so based on the number of Registrable Securities owned by each such holder and (C) third, any other securities of the Company requested to be registered are excluded from included in such registration pro rata, if necessary, on the offering, the Holders basis of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration other securities requested to be for less than 250,000 shares)included therein by each such holder thereof.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "“Underwriters"”) of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA pro rata on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holder or Holders of Registrable Securities, as a group, who shall have initiated the Demand Registration shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares securities so excluded (but in no event shall such additional Demand Registration be for relate to less than 250,000 sharesa majority of the shares in the aggregate of Registrable Securities held by such initiating Holder or Holders and so excluded).

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 of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the Holders 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 of a majority of the Registrable Securities to be registered included in a Demand Registration so electsuch registration therein, without adversely affecting the marketability of the offering, the offering Company shall include in such registration prior to the inclusion of such any securities which are not Registrable Securities pursuant to such Demand Registration shall be in (i) first, the form number of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested to be included held by the Investor or its permitted transferees which in the opinion of such offering is sufficiently large to materially and adversely affect underwriters can be sold in an orderly manner within the success price range of such offering, then (i) pro rata among the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA respective holders thereof on the basis of the amount of Registrable Securities requested to be included in such registration owned by each such Holder) first; holder and (ii) second, other registrable securities of the Company included therein, pro rata among such holders on the basis of the amount of Registrable Securities owned by each such holder. Without the consent of the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such a majority of the registrable securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that canregistration, in the opinion any Persons other than holders of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered who participate in Demand Registrations which are excluded from not at the offering, Company's expense must pay their share of the Holders of Registrable Securities, Registration Expenses as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but provided in no event shall such additional Demand Registration be for less than 250,000 shares)SECTION 5 hereof.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a any Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if and the managing underwriter or underwriters (the "Underwriters") of such offering advise shall give written advice to the Company and the Holders in writing that in their opinion the of Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect registration that, in the success reasonable opinion of such offeringmanaging underwriters, then marketing factors require a limitation on the total number of securities to be underwritten (the "UNDERWRITERS' MAXIMUM NUMBER"), then: (i) the Company will be obligated and required to include in such registration that number of Registrable Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities shall be entitled to participate in such Demand Registration (allocated PRO RATA among the Holders of such Registrable Securities on the basis of the amount number of Registrable Securities requested to be included in such registration therein by each such Holder) first; and (ii) if the Underwriters' Maximum Number exceeds the number of Registrable Securities requested by the Holders thereof to be included in such registration, then the Company and other equity security holders of the Company entitled to participate will be entitled to participate include in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities which shall have been requested by the Company to be included in such registration will for the account of the Company and which shall not exceed that amount that can, in be greater than such excess; and (iii) if the opinion Underwriters' Maximum Number exceeds the sum of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but Registrable Securities which the Company shall be required to include in no event shall such additional Demand Registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons (other than the Holders as such) shall have requested be for less included in such registration and which shall not be greater than 250,000 shares)such excess.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering a Demand Registration advise the Company and the Holders Holdings in writing that in its or their opinion the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders number of Registrable Securities shall proposed to be entitled to participate sold in such Demand Registration (PRO RATA on exceeds the basis number which can be sold without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the amount offering, Holdings will include in such registration only the number of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that canwhich, in the opinion of such Managing Underwriter underwriter or Underwritersunderwriters, can be sold in such offering without any such material adverse effect. To the extent The Registrable Securities so requested to be registered included in such Demand Registration shall be apportioned pro rata among the Requesting Stockholders and the Piggyback Holders according to the total number of shares of the Registrable Securities requested for inclusion by the Requesting Stockholders and the Piggyback Holders, or in such other proportions as shall mutually be agreed to among the Requesting Stockholders and the Piggyback Holders; provided, however, that the number of Registrable Securities held by the Requesting Stockholders and the Piggyback Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the offeringunderwriting. Notwithstanding anything to the contrary herein, if the underwriter reasonably determines that marketing factors require the exclusion of particular Stockholder(s) from participating in such offering (e.g., the Holders exclusion of Registrable Securitiesmembers of management) as to all or any portion of such Stockholder’s Common Stock, as a group, Holdings shall have so advise such Stockholder(s) and all or such portion of such Stockholder’s Common Stock shall be excluded from such registration to the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall extent determined by such additional Demand Registration be for less than 250,000 shares)underwriter.

Priority on Demand Registrations. If The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities requested to be registered included in a the Demand Registration so electRegistration, provided that the offering of such Registrable Securities pursuant to Company may include in such Demand Registration shall be in shares of its Capital Stock for sale for its own account, subject to the form of priority provision described below. If the Demand Registration is an underwritten offering. In such event, if Public Offering and the managing underwriter or underwriters (the "Underwriters") of for such offering Demand Registration advise the Company and the applicable Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Demand Registration, timing or method of distribution of the offering, the Company shall include in such Demand Registration the number of Registrable Securities which can be sold without such adverse effect in the following order of priority: (i) first, the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect Demand Registration, allocated pro rata among the success respective Holders of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount number of Registrable Securities owned by each such Holder; (ii) second, securities offered by the Company; and (iii) third, other securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations Demand Registration to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)permitted hereunder.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders selling holders of the Registrable Securities in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering is sufficiently large to materially and without adversely affect affecting the success of proposed offering or the offering price, the Company will include in such offering, then (i) registration the Holders number of Registrable Securities shall which in the opinion of such underwriters can be entitled to participate in sold without adversely affecting the proposed offering or the offering price, and such Demand Registration (PRO RATA securities will be allocated pro rata among the holders of Registrable Securities on the basis of the amount number of the Registrable Securities requested to be included in such registration by each their respective holders. 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(d)) and the managing underwriters advise the Company and the selling holders of Registrable Securities in writing that some but not all of said other securities can be sold without adversely affecting the proposed offering or the offering price in such Holderunderwritten offering, in addition to all of the Registrable Securities being registered, those securities which are permitted to be included will be allocated (i) first; , to the Company and (ii) second, to the securityholders of such securities, allocated among them in such proportions as such securityholders and the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration may agree. (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among themf), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares).

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so electthat is an Underwritten Offering or an underwritten primary registration pursuant to Section 2(j) in each case includes securities for sale by the Limited Partnership, and the Managing Underwriter advises the Limited Partnership, in writing, that, in its good faith judgment, the offering number of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities securities requested to be included in such registration exceeds the number which can be sold in such offering is sufficiently large to without materially and adversely affect affecting the success marketability of such the offering, then the Limited Partnership will include in any such registration the maximum number of shares that the Managing Underwriter advises the Limited Partnership can be sold in such offering allocated as follows: (i) first, the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each the initiating Holders and securities of other Holders of Registrable Securities and holders of Registrable Securities (as defined in the Investor Rights Agreement and in the Rhino Registration Rights Agreement), with all such Holdersecurities to be included on a pro rata basis (or in such other basis mutually agreed among such Holders and such other holders) first; based on the amount of securities requested to be included therein and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative prioritiessecond, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent that any such person has requested registration of fewer other securities than such person is entitled to have registered so may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the number of Limited Partnership proposes to sell together with such additional securities to be included on a pro rata basis (or in such registration will not exceed that other proportion mutually agreed upon among the Limited Partnership and such other holders) based on the amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so securities requested to be registered included therein. If the initiating Holders are excluded from not allowed to register all of the offeringRegistrable Securities requested to be included by such Holders because of allocations required by this section, the such initiating Holders of Registrable Securities, as shall not be deemed to have exercised a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number purposes of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 sharesSection 2(c).

Priority on Demand Registrations. If The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities requested to be registered included in a the Demand Registration so electRegistration, provided that the offering of such Registrable Securities pursuant to Company may include in such Demand Registration shall be in shares of its Capital Stock for sale for its own account, subject to the form of priority provisions described below. If the Demand Registration is an underwritten offering. In such event, if Public Offering and the managing underwriter or underwriters (the "Underwriters") of for such offering Demand Registration advise the Company and the applicable Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Demand Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Demand Registration, timing or method of distribution of the offering, the Company shall include in such Demand Registration the number of Registrable Securities which can be sold without such adverse effect in the following order of priority: (i) first, the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect Demand Registration, allocated pro rata among the success respective Holders owning at least 10% of the outstanding shares of such offering, then (i) the Holders securities of such Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount number of Registrable Securities owned by each such Holder; (ii) second, the Registrable Securities requested to be included in such registration Demand Registration, allocated pro rata among all other Holders owning less than 10% of the outstanding shares of such securities of such Registrable Securities on the basis of the number of Registrable Securities owned by each such HolderHolder (iii) firstthird, securities offered by the Company; and (iiiv) the Company and fourth, other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To Demand Registration to the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)permitted hereunder.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities No securities to be registered sold for the account of any Person (including the Company) other than a Holder shall be included in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be Section 4.1 if, in the form of case that such registration is to be an underwritten offering. In such eventUnderwritten Registration, if the managing underwriter or underwriters of the Underwritten Offering relating thereto advises the Demanding Holders (or, in the "Underwriters") of case that such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested registration is not to be included an Underwritten Registration, the Demanding Holders requesting registration determine in such offering is sufficiently large to materially and adversely affect good faith) that the success of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the total amount of Registrable Securities requested to be registered, together with such other securities that the Company and any Other Stockholders propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such registration by each such Holder) first; and (ii) offering, in which case the Company and other equity security holders of the Company entitled to participate will be entitled to participate shall include in such registration (with all Registrable Securities requested to be included therein, up to the holders full amount that, in the view of such securities being entitled to participate in accordance with the relative priorities, if anymanaging underwriter or such Demanding Holders requesting registration, as shall exist among them)the case may be, in each case with further PRO RATA allocations to can be sold without adversely affecting the extent success of such offering, before including any such person has requested registration securities of fewer securities any Person (including the Company) other than such person is entitled to have registered so that the Demanding Holders and the other Holders. If the number of securities shares to be included in any such offering is less than the aggregate number of Registrable Securities requested by Demanding Holders and the other Holders to be included therein, then the Registrable Securities to be included in such registration will not exceed that amount that can, in offering shall be allocated pro rata among such Demanding Holders and the opinion other Holders on the basis of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration Registrable Securities requested by Demanding Holders and the other Holders to be for less than 250,000 shares)included therein.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the is an -------------------------------- underwritten offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if and the managing underwriter or underwriters (the "Underwriters") of such offering determine in good faith and advise the Company and the Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then exceeds the number of Registrable Securities and other securities, if any, which could be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (i) first, the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by the Holders (or, if necessary, such Registrable Securities pro rata among the Holders thereof based upon the number of Registrable --- ---- Securities owned by each such Holder) firstHolder or such other arrangement agreed to among the Holders); and and (ii) the Company and thereafter, other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securitiesregistration, as a group, shall determined by the Company. If the managing underwriters have the right to one additional Demand Registration under this section with respect to Registrable Securities for not limited the number of shares Registrable Securities or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriters so excluded agree and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. The Holders of any Registrable Securities to be included in such an underwritten offering shall enter into an underwriting agreement (but which shall be in no event customary form, may include agreements as to indemnification and contribution and shall provide that the representations and warranties by the Company to and for the benefit of such additional Demand Registration underwriters, shall also be made to and for less than 250,000 sharesthe benefit of such Holders).

Priority on Demand Registrations. If the Holders holder or holders of a majority in number of the Registrable Securities to be registered in a Demand Registration under this Section 3 so elect, the offering of such Registrable Registered Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders holders in writing that in its or their opinion the number of Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely exceeds the number of securities that can be sold in such offering without an adverse affect the success of on such offering, then (i) the Holders of Registrable Securities shall be entitled to participate Company will include in such Demand Registration (PRO RATA on registration the basis of the maximum amount of Registrable Securities which in the opinion of such managing underwriter or underwriters can be sold without any such adverse effect. Subject to the advice of the managing underwriter or underwriters concerning the size, composition and pricing of the offering, the Company will include Registrable Securities or other Common Stock in such registration in accordance with the following priorities: (i) first, pro rata among all holders of Registrable Securities who have requested to be included in such registration by pursuant to Section 3(a) (i.e., a demand registration right) hereof, in proportion to the number of shares each such Holder) firstholder requested to be included in the offering; and (ii) the Company and other equity security second, pro rata among all holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has Registrable Securities who have requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that canpursuant to Section 4 hereof, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested proportion to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded each such holder requested to be included in the offering; and (but iii) third, the Common Stock of other holders of Common Stock of the Company who have requested to be included in no event shall such registration pursuant to piggy-back registration provisions of other registration rights agreements, and any additional Demand Registration shares of Common Stock proposed to be issued or sold for less than 250,000 shares)the account of the Company, all in accordance with the applicable agreements between the Company and such other holders.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders selling holders of the Registrable Securities in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering is sufficiently large to materially and without adversely affect affecting the success of proposed offering or the offering price, the Company will include in such offering, then (i) registration the Holders number of Registrable Securities shall which in the opinion of such underwriters can be entitled to participate in sold without adversely affecting the proposed offering or the offering price, and such Demand Registration (PRO RATA securities will be allocated pro rata among the holders of Registrable Securities on the basis of the amount number of the Registrable Securities requested to be included in such registration by each their respective holders. 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(d)) and the managing underwriters advise the Company and the selling holders of Registrable Securities in writing that some but not all of said other securities can be sold without adversely affecting the proposed offering or the offering price in such Holderunderwritten offering, in addition to all of the Registrable Securities being registered, those securities which are permitted to be included will be allocated (i) first; , to the Company and (ii) second, to the securityholders of such securities, allocated among them in such proportions as such securityholders and the Company may agree. The Company and other equity security holders of the Company entitled to participate will be entitled to participate in any such registration (with the holders of such securityholders may withdraw their securities being entitled to participate in accordance with the relative prioritiesfrom a Demand Registration; provided, however, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person Demand Registration is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the an underwritten offering, they may do so only on the Holders of Registrable Securities, as a group, shall have reasonable and customary terms agreed upon by the right to one additional Demand Registration under this section with respect to Registrable Securities managing underwriters for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)offering.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration: (i) first, the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder) first; the Holders and (ii) registrable securities under the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has Prior Agreement requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration by the holders thereof (or, if necessary, such Registrable Securities and such registrable securities under the Prior Agreement pro rata among the Holders and holders under the Prior Agreement based upon the number of Registrable Securities and such registrable securities under the Prior Agreement owned by each such Holder and each such holder under the Prior Agreement or such other arrangement agreed to among the Holders and the holders under the Prior Agreement); provided, however, that a minimum of thirty percent (30%) of the shares to be included in such underwritten offering shall be allocated, on a pro rata basis to the holders of registrable securities under the Prior Agreement requesting inclusion in such offering; provided, further, however, that, such Demand Registration will not exceed that amount that can, count as a permitted Demand Registration hereunder and the Company will pay any Registration Expenses in connection with such registration if the opinion Holders initially requesting such registration are not permitted to include at least seventy-five percent (75%) of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offeringincluded in such registration; and (ii) thereafter, the Holders of Registrable Securitiesother securities requested to be included in such registration, as a group, shall have determined by the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)Company.

Priority on Demand Registrations. If The Company will not -------------------------------- include in any Demand Registration any securities which are not Registrable Securities without the Holders prior written consent of the holder(s) of a majority of the Registrable Securities initially requested to be registered included in such Demand Registration. If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders 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 holder(s) of a majority of the Registrable Securities initially requested to be included in such Demand Registration (the "Optimal Number"), -------------- the Company shall include in such registration, if any, (i) first, the Registrable Securities requested to be included in such offering is sufficiently large registration up to materially and adversely affect the success Optimal Number, pro rata among the holders of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, if all Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of thereof have been so included, such other securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that canregistration, in the opinion if permitted hereunder, up to a number of such Managing Underwriter or Underwriterssecurities that, be sold without any such material adverse effect. To when combined with the extent Registrable Securities so requested included in such registration, causes the total number of securities (including all Registrable Securities) included in such registration to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)or equal to the Optimal Number.

Priority on Demand Registrations. If The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of Initiating Holders of who hold a majority of the Registrable Securities initially requested to be registered included in such Demand Registration by the Initiating Holders. If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders 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 Initiating Holders who hold a majority of the Registrable Securities initially requested to be included in such Demand Registration by the Initiating Holders (the "Optimal Number"), the Company shall include in such registration, if any, (i) first, the Registrable Securities requested to be included in such offering is sufficiently large registration up to materially and adversely affect the success Optimal Number, pro rata among the holders of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, if all Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of thereof have been so included, such other securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion up to a number of such Managing Underwriter or Underwriterssecurities that, be sold without any such material adverse effect. To when combined with the extent Registrable Securities so requested included in such registration, causes the total number of securities (including all Registrable Securities) included in such registration to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)or equal to the Optimal Number.

Priority on Demand Registrations. If The Company will not include in any Demand Registration any securities that are not Registrable Securities, including securities proposed to be sold by the Holders Company for its account, without the prior written consent of the Investors of at least a majority of the Registrable Securities to included in such registration. All Demand Registrations shall be registered underwritten registrations unless the Investors holding at least a majority of the Registrable Securities included therein agree otherwise. If in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially offering, exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affect affecting the success marketability of such the offering, then (i) the Holders Company shall so advise all Investors holding Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be entitled allocated among all such Investors, including the Investors initiating the registration in proportion (as nearly as practicable) to participate in such Demand Registration (PRO RATA on the basis of the amount respective amounts of Registrable Securities requested owned by each Investor at the time of filing the Registration Statement; provided, however, that the number of shares of Registrable Securities to be included in such registration by each such Holder) first; and (ii) the Company and underwriting shall not be reduced unless all other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are first entirely excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)underwriting.

Priority on Demand Registrations. If the Holders of a majority The Company shall not include in any Demand Registration that is an underwritten offering any Registrable Securities that are held by an employee of the Company or any of its Subsidiaries or any person controlled by any such employee without the prior written consent of the managing underwriters and shall not include in any Demand Registration any securities that are not Registrable Securities to be registered without the prior written consent of the holders of 66 2/3% of the Sponsor Registrable Securities included in such registration. If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders 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, that can be sold without adversely affecting the marketability of the proposed offering, price, timing or method of distribution of the offering, then the Company shall include in such registration only that number of securities which in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) With respect to any Demand Registration commenced prior to December 31, 2015 (or such earlier date as the WCP Investors have disposed of in one or more Public Offerings at least 75% of the WCP Registrable Securities held by the WCP Investors as of the date hereof) (the “End Date”), (A) first, the WCP Registrable Securities and Other Registrable Securities requested to be included in such registration in amount up to 75% of the total number of Registrable Securities, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder (B) second the Registrable Securities (other than WCP Registrable Securities and Other Registrable Securities) requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (C) third, any other securities requested to be included in such registration, the inclusion of which the holders of 66 2/3% of the Sponsor Registrable Securities to be included in such registration have consented to in writing, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder. (ii) With respect to any Demand Registration commenced after the End Date, (A) first, the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect registration, which in the success opinion of such offeringunderwriters can be sold in an orderly manner without such adverse effect, then (i) pro rata among the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration by each such Holder) first; and (ii) registration, the Company and other equity security holders inclusion of the Company entitled to participate will be entitled to participate in such registration (with which the holders of such securities being entitled to participate in accordance with 66 2/3% of the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities Sponsor Registrable Securities to be included in such registration will not exceed that amount that canhave consented to in writing, which in the opinion of such Managing Underwriter or Underwriters, underwriters can be sold in an orderly manner without any such material adverse effect. To , pro rata among the extent Registrable Securities so requested to be registered are excluded from respective holders thereof on the offering, the Holders basis of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)securities owned by each such holder.

Priority on Demand Registrations. If (i) The Company will not include in any Demand Registration requested pursuant to clause (ii) of Section 2(a) any securities (other than securities to be sold on behalf of the Holders Company) which are not EQT Registrable Securities without the prior written consent of all of the holders of EQT Registrable Securities making the demand. The Company will not include in any Demand Registration requested pursuant to clause (iii) of Section 2(a) any securities (other than securities to be sold on behalf of the Company) which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities to be registered making the demand. (ii) If in a Demand Registration so elect, the offering of such Registrable Securities requested pursuant to such Demand Registration shall be in the form clause (iii) of an underwritten offering. In such event, if Section 2(a) the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the number of Registrable Securities requested to be included in such the offering is sufficiently large and, if permitted hereunder, other securities desired to materially and adversely affect be included in the success offering exceeds the number of such offering, then securities which can be sold therein (i) without adversely affecting the Holders marketability of the offering or (ii) within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, there shall be entitled to participate included in such Demand Registration (PRO RATA on the basis of offering: first, the amount of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations initially requesting registration pursuant to the extent any such person has first sentence of clause (iii) of Section 2(a); second, the Registrable Securities requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that canpursuant to the last sentence of clause (iv) of Section 2(a); third, in the opinion securities of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested other holders proposed to be registered are excluded from the offeringincluded; and fourth, the Holders of Registrable Securities, as a group, shall have securities the right Company proposes to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)include.

Priority on Demand Registrations. (a) If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if and the managing underwriter or underwriters (the "Underwriters") of such offering advise in writing the Company and the Holders in writing of the Registrable Securities being registered that in their opinion the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount number of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that exceeds the number of securities to which can be included sold in such offering, the Company will include in such registration will not exceed that amount that can, the number of Registrable Securities which in the opinion of such Managing Underwriter or Underwritersunderwriters can be sold, and such securities shall be sold without any such material adverse effect. To allocated pro rata among the extent holders of Registrable Securities so requested to be registered are excluded from on the offering, the Holders basis of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded Registrable Securities the respective Series A/B Holder is entitled to have included in such registration or such other proportion as shall be mutually agreed by all participating Holders. (but b) If Company Securities or Other Securities are proposed to be included by the Company or its security holders in no event shall such additional a Demand Registration which is an underwritten offering (subject to and in accordance with the provisions of Section 3.5 hereof) and the managing underwriters advise in writing the Company and the Series A/B Holders that, in addition to all of the Registrable Securities being registered on behalf of the Series A/B Holders, some but not all of said Company Securities and Other Securities can be for less than 250,000 shares)included in such underwritten offering, those Company Securities and Other Securities which in the opinion of such underwriters can be sold shall be allocated (i) first, to the Company and (ii) second, to the holders of such Other Securities, allocated among them in such proportions as such holders and the Company may agree. For the avoidance of doubt, in any Demand Registration the Registrable Securities shall have priority over any Company Securities or Other Securities.

Priority on Demand Registrations. If The Company shall not include -------------------------------- in any Demand Registration any securities which are not Registrable Securities without the Holders prior written consent of the holders of a majority of the ▇▇▇▇ Registrable Securities to be registered in Securities. If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders 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, other securities requested to be included in such offering is sufficiently large to materially and adversely affect exceeds the success of such offering, then (i) the Holders number of Registrable Securities shall and other securities, if any, which can be entitled to participate sold without adversely affecting the marketability of the offering, the Company will include in such Demand Registration (PRO RATA on registration prior to the basis inclusion of any securities which are not Registrable Securities the amount number of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, which in the opinion of such Managing Underwriter or Underwriters, underwriters can be sold without any such material adverse effect. To adversely affecting the extent Registrable Securities so requested to be registered are excluded from marketability of the offering, pro rata among the Holders respective holders thereof on the basis of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but of Registrable Securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in no event shall such additional Demand Registrations which are not at the Company's expense must pay their share of the Registration be for less than 250,000 shares)Expenses as provided in Section 5 hereof.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered managing underwriters in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such any underwritten Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise give written advice to the Company and the Holders in writing that in their opinion the Registrable of Investor Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder) first; and of an Underwriters' Maximum Number, then: (iii) the Company and other equity security holders of the Company entitled to participate will be entitled obligated and required to participate include in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities Investor Securities requested by the Holders thereof to be included in such registration will which does not exceed that amount that canthe Underwriters' Maximum Number, in and such number of Investor Securities shall be allocated pro rata based on the opinion number of Investor Securities requested by such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested Holders to be registered are excluded from included in such registration; (ii) if the offeringUnderwriters' Maximum Number exceeds the number of Investor Securities requested by the Holders thereof to be included in such registration, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company be included in such registration for the account of the Company and which shall not be greater than such excess; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Investor Securities which the Company shall be required to include in such Demand Registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons (other than the Holders of Registrable Securities, Investor Securities as a group, such) shall have the right requested be included in such registration and which shall not be greater than such excess. The Company shall not be entitled to one additional include any securities in any underwritten Demand Registration under this section with respect unless the Company shall have agreed in writing to Registrable sell such securities on the same terms and conditions as shall apply to the Investor Securities for the number of shares so excluded (but to be included in no event shall such additional Demand Registration be for less than 250,000 shares)Registration.

Priority on Demand Registrations. If Issuer will not include in any -------------------------------- Demand Registration any securities which are not Registrable Securities or Other Registrable Securities without the Holders of a majority written consent of the Registrable Securities Offerors not to be registered in a unreasonably withheld (and the Offerors may not withhold their written consent if the Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company Issuer and the Holders Offerors in writing that in their opinion the number of Registrable Securities and other securities requested to be included therein does not exceed the number of securities which can be sold in such offering without materially adversely affecting such sale). If Other Registrable Securities are permitted to be included in a Demand Registration which is an underwritten offering and the managing underwriters advise Issuer in writing that in their opinion the number of Registrable Securities and Other Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering is sufficiently large without materially adversely affecting such sale, Issuer will include in such registration prior to materially and adversely affect the success inclusion of such offering, then (i) any securities which are not Registrable Securities the Holders number of Registrable Securities shall requested to be entitled to participate included which in the opinion of such Demand Registration (PRO RATA managing underwriters can be sold, pro rata among the respective holders of such Registrable Securities on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)owned.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to be registered the Company’s reasonable approval) advises the Company, in a Demand Registration so electwriting, that, in its good faith judgment, the offering number of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities securities requested to be included in such registration exceeds the number which can be sold in such offering is sufficiently large to without materially and adversely affect affecting the success marketability of such 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 Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holderthe initiating Affiliate Holder(s) first; and (ii) the Company and securities of other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, with 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. If the initiating Affiliate Holder(s) are not allowed to register all of the Registrable Securities requested to be included by such Affiliate Holder(s) because of allocations required by this section, such initiating Affiliate Holder(s) shall not be deemed to have exercised a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number purposes of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 sharesSection 2(b).

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by the Holders of a majority of the Registrable Securities included in such registration, subject to be registered the Company’s reasonable approval) advises the Company, in a Demand Registration so electwriting, that, in its good faith judgment, the offering number of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities securities requested to be included in such registration exceeds the number which can be sold in such offering is sufficiently large to without materially and adversely affect affecting the success marketability of such the offering, then the Company will include in any such registration the maximum number of shares which the managing underwriter advises the Company can be sold in such offering allocated as follows: (i) first, the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each the initiating Holders and securities of other Holders of Registrable Securities and other holders of registration rights under the Holding Stockholder Registration Rights Agreement, with such Holdersecurities to be included on a pro rata basis (or in such other proportion mutually agreed among such holders) first; based on the amount of securities requested to be included therein and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative prioritiessecond, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent that any such person has requested registration of fewer other securities than such person is entitled to have registered so may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the number Company proposes to sell. If the initiating Holders are not allowed to register all of securities the Registrable Securities requested to be included in by such registration will Holders because of allocations required by this section, such initiating Holders shall not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested deemed to be registered are excluded from the offering, the Holders of Registrable Securities, as have exercised a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number purposes of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 sharesSection 2(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 of at least a majority of the Registrable Securities initially requesting such registration; provided, however, such consent shall not be required for the Company to include (subject to the limitation in the next sentence) in a Demand Registration securities of the Company held by Persons entitled to exercise "piggy-back" registration rights with respect to such securities pursuant to contractual commitments of the Company. If a Demand Registration is an underwritten offering and the Holders 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 therein in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities to be registered in a Demand Registration so electinitially requesting registration, without adversely affecting the marketability of the offering, the offering Company shall include in such registration (i) first, the maximum number of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested to be included which in such offering is sufficiently large to materially and adversely affect the success opinion of such underwriters can be sold without adversely affecting the marketability of the offering, then (i) pro rata among the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA respective holders thereof on the basis of the amount of Registrable Securities owned by each such requesting holder; and (ii) second, securities other than Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that canwhich, in the opinion of such Managing Underwriter or Underwritersunderwriters, can be sold without any such material adverse effect. To adversely affecting the extent Registrable Securities so requested to be registered are excluded from marketability of the offering, pro rata among the Holders respective holders thereof on the basis of the amount 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 a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but provided in no event shall such additional Demand Registration be for less than 250,000 shares)Section 5 hereof.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "“Underwriters"”) of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders of Registrable Securities held by the Investors shall be entitled to participate in such Demand Registration (PRO RATA pro rata on the basis of the amount of Registrable Securities requested to be included in such registration by each such HolderInvestor) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable SecuritiesInvestors who shall have initiated the Demand Registration, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares securities so excluded (but in no event shall such additional Demand Registration be for relate to less than 250,000 sharesa majority of the shares in the aggregate of Registrable Securities held by such initiating Holders and so excluded).

Priority on Demand Registrations. If The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the Holders of a majority prior written consent of the Registrable Securities to be registered in demanding Shareholders. If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affect affecting the success marketability of the offering (the "Offering Quantity"), the Company shall include in such offering, then registration securities in the following priority: (i) first, before including any securities which are not Registrable Securities, the Holders of Registrable Securities Company shall be entitled to participate in such Demand Registration (PRO RATA on the basis include all of the amount of Registrable Securities requested to be included in by the demanding Shareholders, each of the Founding Investors (if other than a demanding Shareholder), Western General (if other than a demanding Shareholder) and Officers, and if such registration number exceeds the Offering Quantity, then the Company shall include only each of such demanding Shareholder's, Founding Investor's (if other than a demanding Shareholder), Western General's (if other than a demanding Shareholder) and Officer's pro rata share of the Offering Quantity, based on the number of Registrable Securities then beneficially owned on a fully converted basis by each such Holder) first; of the demanding Shareholders, Founding Investors, Western General and Officers, respectively; (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative prioritiessecond, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled (and only to have registered so the extent) that the number Offering Quantity exceeds the aggregate amount of securities Registrable Securities which are requested to be included in such registration, the Company shall include in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered included by the other Shareholders, and if such number exceeds the Offering Quantity, the Company shall include only such other Shareholders' pro rata share of the Offering Quantity, based on the amount of Registrable Securities beneficially owned by such other Shareholders; and (iii) third, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of Registrable Securities which are excluded from requested to be included in such registration, the Company shall include in such registration any other securities requested to be included in the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares).

Priority on Demand Registrations. If The Company shall not include in any Demand Registration any securities that are not Investor Registrable Securities without the Holders prior written consent of the holders of a majority of the Investor Registrable Securities 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 registered include 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 so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that that, in their opinion opinion, the number of Investor Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large exceeds the number of Investor Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to materially and adversely affect the success holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Investor Registrable Securities, the number of Investor Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, then (i) pro rata among the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA respective holders thereof on the basis of the amount of Investor Registrable Securities requested to be included in such registration owned by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)holder.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration Shareholders so elect, -------------------------------- the offering of such Registrable Securities pursuant to such the Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders Demand Shareholders in writing that in its or their opinion the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the aggregate amount of Registrable Securities requested to be included in such registration by each offering exceeds the amount of Registrable Securities that can be sold in such Holder) first; offering such that it would materially and (ii) adversely affect the Company and other equity security holders success of such offering or the price of the Company entitled Registrable Securities to participate will be entitled to participate offered, then there shall be included in such registration (with underwritten offering the amount of Registrable Securities which in the opinion of such underwriters can be sold, and such amount shall be allocated pro rata among the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has Registrable Securities requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in based upon the opinion number of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from included in such registration. If all the offeringRegistrable Securities requested to be included in the Demand Registration have been included, the Holders Company shall be entitled to include that number of Registrable Securitiesshares of its unissued Common Stock or any other securities, including securities to be registered by the exercise of "piggyback" registration rights, as a group, shall have are consented to by the right managing underwriter. In the event that not all of the Registrable Securities requested to one additional be included by the Demand Shareholders in the Demand Registration under are included, those Shareholders holding shares that are not so included (the "Rejected Shares") shall be entitled to a second Demand Registration in the manner described in this section Section 2 with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)Rejected Shares.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered managing underwriters in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that that, in their opinion opinion, the number of Registrable Securities requested to be included in such offering is sufficiently large exceeds the number of securities which can be sold therein without adversely affecting the marketability of the offering and within a price range acceptable to materially and adversely affect the success holders of a majority of the Registrable Securities requesting registration, the Company shall first include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the Registrable Securities requested to be included that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, then (i) pro rata among the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA holders thereof on the basis of the amount of Registrable Securities requested owned by each such holder. In the event that the Registrable Securities to be included in such registration a Demand Registration shall be reduced by each such Holder) first; and (ii) virtue of the immediately preceding sentence, the Company and other equity security holders shall deliver to each holder of the Company entitled to participate will be entitled to participate Registrable Securities originally requesting inclusion of Registrable Securities in such registration (with the "Requesting Holders") a notice of such reduction. Within 20 days of receiving such notice, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was requested shall be permitted to withdraw such securities being entitled to participate in accordance with the relative prioritiesrequest and, if anyso withdrawn, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will shall not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as constitute a group, shall have the right to one additional Demand Registration under for purposes of this section with respect Agreement and the Company shall not be obligated to Registrable Securities for effect the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)same.

Priority on Demand Registrations. If The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the Holders prior written consent of the holders of a majority of the Registrable Securities to be registered included in such registration. If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their reasonable opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially and adversely affect exceeds the success of such offering, then (i) the Holders number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company shall be entitled to participate include in such Demand Registration (PRO RATA registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder at such time; provided that, if the holder of Registrable Securities that demands a Long-Form Registration under this Section 2 is unable to include in such Long-Form Registration at least 66 2/3% of the number of Registrable Securities requested to be included by such holder in such registration by each such Holder) first; and (ii) the Company and other equity security holders Long-Form Registration because of the Company entitled to participate will limits imposed under this paragraph 2(d) of this Agreement, then such Long-Form Registration shall not be entitled to participate in such registration (with counted for purposes of the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that limits on the number of securities Long-Form Registrations such holder is permitted to be included in such registration will not exceed that amount that can, in the opinion demand under paragraph 2(b) of such Managing Underwriter or Underwriters, be sold without any such material adverse effectthis Agreement. To the extent Any Persons other than holders of Registrable Securities so requested to be registered who participate in Demand Registrations which are excluded from not at the offering, Company’s expense must pay their share of the Holders of Registrable Securities, Registration Expenses as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but provided in no event shall such additional Demand Registration be for less than 250,000 shares)paragraph 6 hereof.

Priority on Demand Registrations. If a Demand Registration is an Underwritten Offering the Holders of a majority of the Registrable Securities to be registered included in a Demand Registration so elect, the such offering of such Registrable Securities pursuant to such Demand Registration shall be in entitled to designate the form of an underwritten offeringlead underwriter and the Company may designate one or more co-managing underwriters. In such event, and if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the such Holders in writing that in their opinion the amount of Registrable Securities requested and other securities, if any, proposed to be sold in such Underwritten Offering (i) creates a substantial risk that the price per share in such registration will be materially and adversely affected or (ii) exceeds the number of Registrable Securities and other securities, if any, which can be sold in such offering, and based on such determination recommends inclusion in such registration statement of fewer Registrable Securities then proposed to be sold by the Holders, then the number of Registrable Securities of the Holders included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders of Registrable Securities registration statement shall be entitled to participate in reduced pro rata among such Demand Registration Holders (PRO RATA on based upon the basis of the amount number of Registrable Securities requested to be included in the registration); provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such registration by each such Holder) first; and (ii) the Company and other equity security holders reduction shall not represent a greater fraction of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities Registrable Securities intended to be included offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (including the Company). No Holder may participate in any Underwritten Offering hereunder unless such registration will not exceed that amount that canHolder (a) agrees to sell its Registrable Securities on the basis provided in any underwriting agreements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, in powers of attorney, indemnities, underwriting agreements and other documents required under the opinion terms of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)arrangements.

Priority on Demand Registrations. If The Company shall not include -------------------------------- in any Demand Registration any securities which are not Registrable Securities without the Holders prior written consent of the holders of a majority of the Bain Registrable Securities to be registered in Securities. If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders 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, other securities requested to be included in such offering is sufficiently large to materially and adversely affect exceeds the success of such offering, then (i) the Holders number of Registrable Securities shall and other securities, if any, which can be entitled to participate sold without adversely affecting the marketability of the offering, the Company will include in such Demand Registration (PRO RATA on registration prior to the basis inclusion of any securities which are not Registrable Securities the amount number of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, which in the opinion of such Managing Underwriter or Underwriters, underwriters can be sold without any such material adverse effect. To adversely affecting the extent Registrable Securities so requested to be registered are excluded from marketability of the offering, pro rata among the Holders respective holders thereof on the basis of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but of Registrable Securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in no event shall such additional Demand Registrations which are not at the Company's expense must pay their share of the Registration be for less than 250,000 shares)Expenses as provided in paragraph 5 hereof.

Priority on Demand Registrations. If the Holders managing underwriter or agent of a majority Demand Registration advises the Issuer in writing that in its opinion the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in the offering covered by such Demand Registration without a significant adverse effect on the price, timing or distribution of the securities offered, the Issuer will include in such registration only the number of securities that, in the opinion of such underwriter or agent, can be sold without a significant adverse effect on the price, timing or distribution of the securities offered, selected pro rata among the Holders which have requested to be included in such Demand Registration based upon the relative proportionate total holdings of Registrable Securities to the extent necessary to reduce the total amount of securities to be registered included in a Demand Registration so elect, such offering to the offering of amount recommended by such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offeringunderwriters or agent. In such event, if the managing right of any Holder to include his or her Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriters selected for such underwriting. Notwithstanding the foregoing, with respect to the underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Issuer or any other stockholder of the Issuer, and (ii) the liability of any Holder shall be limited as provided in Section 8(b) hereof. The Issuer and other holders of securities of the Issuer may include such securities in such Registration if, but only if, such underwriter or underwriters (agent concludes that such inclusion will not interfere with the "Underwriters") successful marketing of such offering advise the Company and the Holders in writing that in their opinion all the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)registration.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders 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 therein without adversely affecting the marketability of the offering (the "Offering Quantity"), the Company will include in such registration securities in the following priority: (i) first, before including any securities which are not Registrable Securities held by the Holders, the Company will include all of the Registrable Securities requested to be included in by such offering is sufficiently large to materially Holders, and adversely affect if the success of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount number of Registrable Securities requested to be included in such registration by exceeds the Offering Quantity, then the Company shall include only each such requesting Holder) first's pro rata share of the Offering Quantity, based on the amount of Registrable Securities held by such Holder (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 and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative prioritiessecond, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled (and only to have registered so the extent) that the number Offering Quantity exceeds the aggregate amount of securities Registrable Securities which are requested to be included in such registration, the Company shall include in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so other securities requested to be registered are excluded from included in the offering, the Holders . 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 a group, shall have set forth in Section 2.5 hereof unless the right Company has agreed to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall bear such additional Demand Registration be for less than 250,000 shares)expense.

Priority on Demand Registrations. If in any Demand Registration the Holders managing underwriter or underwriters thereof (or, in the case of a Demand Registration not being underwritten, in the opinion of a majority of the holders of Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters"Securities) of such offering advise the Company and the Holders in writing that in its or 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 therein without adversely affecting the Company or the success of the offering, the Company shall include in such registration the number of Registrable Securities and other securities requested to be included in such registration, which in the opinion of such underwriters can be sold without adversely affecting the Company or the success of the offering as follows: (i) first, the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA pro rata among the Demanding Holders on the basis of the amount number of Registrable Securities requested to be included, (ii) second, the Registrable Securities requested to be included in such registration Demand Registration by each other Stockholders pro rata among those requesting inclusion in such Holder) first; Demand Registration on the basis of the number of Registrable Securities requested to be included, and (iiiii) third, shares to be issued and sold by the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)Registration.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so electthat is an Underwritten Offering or an underwritten primary registration pursuant to Section 2(j) in each case includes securities for sale by the Limited Partnership, and the Managing Underwriter advises the Limited Partnership, in writing, that, in its good faith judgment, the offering number of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities securities requested to be included in such registration exceeds the number which can be sold in such offering is sufficiently large to without materially and adversely affect affecting the success marketability of such the offering, then the Limited Partnership will include in any such registration the maximum number of shares that the Managing Underwriter advises the Limited Partnership can be sold in such offering allocated as follows: (i) first, the Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each the initiating Holders and securities of other Holders of Registrable Securities and holders of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement and in the Rhino Registration Rights Agreement), with all such Holdersecurities to be included on a pro rata basis (or in such other basis mutually agreed among such Holders and such other holders) first; based on the amount of securities requested to be included therein and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative prioritiessecond, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent that any such person has requested registration of fewer other securities than such person is entitled to have registered so may be included without exceeding the limitations recommended by the underwriter as aforesaid, the securities that the number of Limited Partnership proposes to sell together with such additional securities to be included on a pro rata basis (or in such registration will not exceed that other proportion mutually agreed upon among the Limited Partnership and such other holders) based on the amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so securities requested to be registered included therein. If the initiating Holders are excluded from not allowed to register all of the offeringRegistrable Securities requested to be included by such Holders because of allocations required by this section, the such initiating Holders of Registrable Securities, as shall not be deemed to have exercised a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number purposes of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 sharesSection 2(c).

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) the Holders of Registrable Securities held by the Cash Investors, the 2003 Noteholders and GeoLease purchasing or acquiring Registrable Securities pursuant to the Restructure Agreement (collectively, the "Purchasers") shall be entitled to participate in such Demand Registration (PRO RATA pro rata on the basis of the amount of Registrable Securities requested to be included in such registration by each such HolderPurchaser) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable SecuritiesPurchasers who shall have initiated the Demand Registration, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares securities so excluded (but in no event shall such additional Demand Registration be for relate to less than 250,000 sharesa majority of the shares in the aggregate of Registrable Securities held by such initiating Holders and so excluded).

Priority on Demand Registrations. If The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the Holders of a majority prior written consent of the Majority Sponsors and the prior written consent of any Co-Investor that is unable to sell all Registrable Securities it requested to be registered included in such registration pursuant to Section 1.2 hereof. If a Demand Registration so electis an underwritten offering and the managing underwriter(s) advises the Company that in its opinion the number of Registrable Securities and, if permitted hereunder, other securities, requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, then the Company shall include in such registration notwithstanding the initial sentence of this Section 1.5, (a) prior to the inclusion of any securities that are not Registrable Securities, the offering number of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect that, in the success opinion of such managing underwriter(s), can be sold without adversely affecting the marketability of the offering, then (i) pro rata among the Holders of Registrable Securities shall be entitled respective holders thereof, including the Management Shareholders to participate the extent provided in such Demand Registration (PRO RATA the Management Shareholder Agreement on the basis of the amount number of Registrable Securities owned by each such holder, provided that if the number of securities that are Registrable Securities that are included in such offering are less than 80% of the number of securities that are Registrable Securities requested to be included in such registration by each offering, such Holder) first; and (ii) the Company and other equity security holders offering shall not count for purposes of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that calculating the number of Long-Form Registrations initiated by a Majority Sponsor, and (b) only then, securities to be included in such registration will that are not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have if the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall managing underwriter(s) has advised that such additional Demand Registration securities may be for less than 250,000 shares)included.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders selling holders of the Registrable Securities in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering is sufficiently large to materially and without adversely affect affecting the success of proposed offering or the offering price, the Company will include in such offering, then (i) registration the Holders number of Registrable Securities shall which in the opinion of such underwriters can be entitled to participate in sold without adversely affecting the proposed offering or the offering price, and such Demand Registration (PRO RATA securities will be allocated pro rata among the holders of Registrable Securities on the basis of the amount number of the Registrable Securities requested to be included in such registration by each their respective holders. 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(d)) and the managing underwriters advise the Company and the selling holders of Registrable Securities in writing that some but not all of said other securities can be sold without adversely affecting the proposed offering or the offering price in such Holderunderwritten offering, in addition to all of the Registrable Securities being registered, those securities which are permitted to be included will be allocated (i) first; , to the Company and (ii) second, to the securityholders of such securities, allocated among them in such proportions as such securityholders and the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)may agree.

Priority on Demand Registrations. If The Company shall not include in any -------------------------------- Demand Registration any securities which are not Registrable Securities without the Holders prior written consent of the holders of not less than a majority of the Registrable Securities initiating such request for registration pursuant to be registered in Section 1(a). If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially and adversely affect exceeds the success of such offering, then (i) the Holders number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability of the offering, the Company shall be entitled to participate include in such Demand Registration (PRO RATA registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders of Registrable Securities on the basis of the amount of Registrable Securities requested to be included in such registration owned by each such Holder) first; holder and (ii) then to the Company and other equity security 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 Company entitled to participate will be entitled to participate in such registration (with the holders amount of such securities being entitled to owned by each such holder. Any Persons other than holders of Registrable Securities who participate in accordance with Demand Registrations which are not at the relative priorities, if any, Company's expense must pay their share of the Registration Expenses as shall exist among them), provided in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)paragraph 5 hereof.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, is an underwritten Public Offering and the offering of such Registrable Securities pursuant to managing underwriters for such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the applicable Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially and adversely affect Demand Registration exceeds the success of such offering, then (i) the Holders number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders beneficially owning a majority of the Registrable Securities initially requested to be included in the Demand Registration, timing or method of distribution of the offering, the Company shall be entitled to participate include in such Demand Registration (PRO RATA on the basis of the amount number of Registrable Securities which can be sold without such adverse effect in the following order of priority: (i) first, the Registrable Securities beneficially owned by Holders requested to be included in such registration Demand Registration, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder) firstBackstop Party; and (ii) second, any securities to be sold by the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has for its own account requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that canDemand Registration by the Company; and (iii) third, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so other securities requested to be registered included in such Demand Registration to the extent permitted hereunder; provided that the Company shall not include in any Demand Registration any such securities pursuant to the foregoing clause (iii) which are excluded from not Registrable Securities without the offering, prior written consent of the Holders beneficially owning a majority of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but initially requested to be included in no event shall such additional Demand Registration be for less than 250,000 shares)Registration.

Priority on Demand Registrations. If the Registrable Securities registered pursuant to a Demand Registration are to be sold in one or more firm commitment underwritten offerings, and the managing Underwriter of such underwritten offering advises the Holders of a majority of the Registrable Securities to be registered such securities that, in a Demand Registration so electits opinion, the offering amount of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities securities requested to be included in such registration exceeds the number which can be sold in such offering is sufficiently large to materially and without a reasonable likelihood of adversely affect affecting the success price, timing or distribution of such offeringthe securities being offered, then the Company shall register (i) first, the Holders maximum number of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of and Other Registrable Securities requested to be included in such registration by each the Holders and the Other Holders pursuant to any incidental or piggyback registration rights contained in any similar registration rights agreement which in the Underwriter's opinion can be sold, pro rata based on the number of Registrable Securities and Other Registrable Securities requested to be included by such Holder) first; Holders and such Other Holders, until all of such Registrable Securities and Other Registrable Securities have been registered, and (ii) second, the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the maximum number of securities of the class then being registered requested to be included in such registration will not exceed that amount that can, by the Company which in the managing Underwriter's opinion of such Managing Underwriter or Underwriters, can be sold without any having such material an adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares).

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so electinvolves an underwriting and the managing underwriter advises the Company that, in its view, the offering amount of such Registrable Securities pursuant Securities, if any, requested to be included in such Demand Registration shall exceeds the number which can be sold in such offering within a price range acceptable to the form Required Holders of an underwritten offering. In the Registration (such event, if advice to state the managing underwriter or underwriters (the "Underwriters") basis of such offering advise view and the approximate number of Registrable Securities which may be included in such offering), the Company and shall include in such Demand Registration, to the Holders extent of the number which the Company is so advised may be included in writing that in their opinion such offering without such effect, the Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) Demand Registration by the Holders allocated, pro rata among the Holders based on the number of Registrable Securities held by each Holder (on an as converted, fully-diluted basis and without giving effect to any conversion or exercise limitations contained in any such convertible securities held by any such party). In the event the Company shall not, by virtue of this Section 2(e), include in any Demand Registration all of the Registrable Securities of any Holder requesting to be entitled to participate included in such Demand Registration Registration, such Holder may, upon written notice to the Company given within five (PRO RATA on 5) days of the basis time such Holder first is notified of such matter, reduce the amount of Registrable Securities requested it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration by each such Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)Registration.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities to be registered in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders selling holders of the Registrable Securities in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering is sufficiently large to materially and without adversely affect affecting the success of proposed offering or the offering price, the Company will include in such offering, then (i) registration the Holders number of Registrable Securities shall which in the opinion of such underwriters can be entitled to participate in sold without adversely affecting the proposed offering or the offering price, and such Demand Registration (securities will be allocated PRO RATA among the holders of Registrable Securities on the basis of the amount number of the Registrable Securities requested to be included in such registration by each such Holdertheir respective holders. If securities (other than Registrable Securities) first; and (ii) are proposed to be included by the Company or its other securityholders in a Demand Registration which is an underwritten offering (subject to and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among themprovisions of Section 3(d)) and the managing underwriters advise the Company and the selling holders of Registrable Securities in writing that fewer than all of said other securities can be sold, in each case with further PRO RATA allocations addition to all of the extent any Registrable Securities being registered, without adversely affecting the proposed offering or the offering price in such person has requested registration of fewer underwritten offering, those other securities than such person is entitled to have registered so that the number of securities which are permitted to be included will be allocated among the Company and the other securityholders in such registration will not exceed that amount that can, in proportions as such securityholders and the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)Company may agree.

Priority on Demand Registrations. If the Holders of a majority of the Registrable Securities No securities to be registered sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if unless the managing underwriter Underwriter or underwriters (the "Underwriters") of such offering Underwriters shall advise the Company and the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price of the offering (a "Material Adverse Effect"). Furthermore, in their opinion the event the managing Underwriter or Underwriters shall advise the Company or the Requesting Holders that even after exclusion of all securities of other Persons (including the Company) pursuant to the immediately preceding sentence, the amount of Registrable Securities requested proposed to be included in such offering Demand Registration by Requesting Holders is sufficiently large to materially and adversely affect cause a Material Adverse Effect, the success of such offering, then (i) the Holders of Registrable Securities shall of the Requesting Holders to be entitled to participate included in such Demand Registration (PRO RATA shall equal the number of shares which the Company and the Requesting Holders are so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the amount number of Registrable Securities requested to be included in such registration by each such Requesting Holder) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative prioritiesprovided, however, that if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered pursuant to a Demand Registration under Section 2.01 are excluded from registration hereunder, then the offering, the Holders of Registrable Securities, as a group, Holder(s) having shares excluded ("Excluded Holders") shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number withdraw all, or any part, of their shares so excluded (but in no event shall from such additional Demand Registration be for less than 250,000 shares)registration.

Priority on Demand Registrations. If The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the Holders of a majority prior written consent of the holders of at least 75% of the Investor Registrable Securities to be registered included in such registration. If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders 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, other securities requested to be included in such offering is sufficiently large to materially and adversely affect exceeds the success of such offering, then (i) the Holders number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be entitled 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 participate be included in such Demand Registration (PRO RATA pursuant to the provisions of paragraph 2) on the basis of the amount of Registrable Securities requested to be included in such registration owned by each such Holder) first; holder and (ii) then to the Company and other equity security 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 Company entitled to participate will be entitled to participate in such registration (with the holders amount of such securities being entitled to owned by each such holder. Any Persons other than holders of Registrable Securities who participate in accordance with Demand Registrations which are not at the relative priorities, if any, Company's expense must pay their share of the Registration Expenses as shall exist among them), provided in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 shares)paragraph 5 hereof.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and includes securities for sale by the Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to be registered the Company’s reasonable approval) advises the Company, in a Demand Registration so electwriting, that, in its good faith judgment, the offering number of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the Registrable Securities securities requested to be included in such registration exceeds the number which can be sold in such offering is sufficiently large to without materially and adversely affect affecting the success marketability of such 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 Holders of Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder) first; the initiating Holders and (ii) the Company and securities of other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed that amount that can, in the opinion of such Managing Underwriter or Underwriters, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders of Registrable Securities, with 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. If the initiating Holders are not allowed to register all of the Registrable Securities requested to be included by such Holders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number purposes of shares so excluded (but in no event shall such additional Demand Registration be for less than 250,000 sharesSection 2(b).

Priority on Demand Registrations. If Unless the Holders of holders requesting registration pursuant to a majority Demand Registration have been able to include all of the Registrable Securities to be registered requested by such holders in such Demand Registration, the Company shall not include in any Demand Registration any securities which are not Registrable Securities. If a Demand Registration so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. In such event, if offering and the managing underwriter or underwriters (the "Underwriters") of such offering advise the Company and the Holders in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering is sufficiently large within a price range acceptable to materially and adversely affect the success holders of Registrable Securities making such offeringDemand Registration, then the Company shall include in such registration: (i) first, the Holders Investor Registrable Securities, pro rata among the holders of such Investor Registrable Securities shall be entitled to participate in such Demand Registration (PRO RATA on the basis of the amount number of shares owned by such holders; and (ii) second, other securities which are not Registrable Securities requested to be included in such registration by each such Holder) first; and pursuant to contractual registration rights (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with "OTHER REGISTRABLE SECURITIES"), pro rata among the holders thereof on the basis of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further PRO RATA allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of their securities requested to be included in such registration will not exceed that amount that cantherein. Without the consent of the Company, in the opinion of such Managing Underwriter or Underwritersany Persons, be sold without any such material adverse effect. To the extent Registrable Securities so requested to be registered are excluded from the offering, the Holders 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 a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of shares so excluded (but provided in no event shall such additional Demand Registration be for less than 250,000 shares)SECTION 5 hereof.