Common use of Priority in Demand Registration Clause in Contracts

Priority in Demand Registration. In a registration pursuant to Section 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) FIRST, the securities which have been requested to be included in such registration by the Holders of Registrable Securities, (ii) SECOND, provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities of the parties of the Investors' Rights Agreement, (iii) THIRD, provided that no securities sought to be included by the Holders or the other parties to the Investors' Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held by such Persons) and (iv) fourth, provided that no securities of any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 2.2 hereof have been excluded from such registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two Demand Registrations pursuant to Section 2.2 hereof.

Priority in Demand Registration. In a registration pursuant to Section 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) FIRSTfirst, the securities which have been requested to be included in such registration by the Holders of Registrable Securities, (ii) SECONDsecond, provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities of the parties of the Investors' Rights Agreement, (iii) THIRD, provided that no securities sought to be included by the Holders or the other parties to the Investors' Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held by such Persons) and (iviii) fourththird, provided that no securities of any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 2.2 hereof have been excluded from such registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two Demand Registrations pursuant to Section 2.2 hereof.

Priority in Demand Registration. In If a registration pursuant to Section 2.2 hereof involving Demand Registration is an underwritten offeringoffering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other Securities requested to be included in such offering exceeds the managing underwriter or underwriters number of such underwritten Registrable Securities and other Securities, if any, which can be sold therein without adversely affecting the marketability of the offering have informed, in writing(the “Offering Quantity”), the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate will include in such registration intend Securities in the following priority: (i) First, all Registrable Securities requested to include in such offering is such as to adversely affect be included by any holders thereof, and if the success number of such offering, including holders’ Securities requested to be included exceeds the price at which such securities can be soldOffering Quantity, then the Company will shall include a pro rated allocation of all Registrable Securities requested to be required included, with such shares to include be allocated to each such holder requesting inclusion in proportion to the number of Registrable Securities (calculated on an as converted basis) then owned by each such registration holder requesting inclusion in relation to the number of Registrable Securities (calculated on an as converted basis) then owned by all Stockholders requesting inclusion; and (ii) Second, to the extent (and only to the extent) that the Offering Quantity exceeds the aggregate amount of securities Securities to be sold for the account of the holders of Registrable Securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) FIRST, the securities which have been are requested to be included in such registration by (the Holders of Registrable Securities“Excess Offering Quantity”), (ii) SECOND, provided that no securities sought the Company will include in such registration any other Securities requested to be included by in such offering, and if the Holders number of Registrable such other holders’ Securities have been excluded from such registration, the securities of the parties of the Investors' Rights Agreement, (iii) THIRD, provided that no securities sought requested to be included by exceeds the Holders or Excess Offering Quantity, then the other parties to the Investors' Rights Agreement have been excluded from Company shall include only each such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments requesting holder’s pro rata share of the Company (pro rata Excess Offering Quantity, based on the amount of securities Securities held by such Persons) and (iv) fourthholder, provided that no securities of any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 2.2 hereof have been excluded from such registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two Demand Registrations pursuant to Section 2.2 hereofon an as converted basis.

Priority in Demand Registration. In a registration pursuant to ------------------------------- Section 2.2 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) FIRSTfirst, the securities which have been requested to be ----- included in such registration by the Holders of Registrable Securities, Securities pursuant to this Agreement (ii) SECONDsecond, provided that no securities sought to be included ------ by the Holders of Registrable Securities have been excluded from such registration, the securities of the other parties of to the Investors' Stockholder Rights Agreement, (iii) THIRDthird, provided that no securities sought to be included by the ----- Holders or the other parties to the Investors' Stockholder Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held sought to be registered by such Persons) and (iv) fourth, provided that no securities of any other ------ Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more any securities of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 2.2 hereof Holder have been excluded from such a registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two three Demand Registrations pursuant to Section 2.2 2.1 hereof.

Priority in Demand Registration. In a registration pursuant to Section 2.2 hereof involving an underwritten offering, if If the managing underwriter or underwriters of such ------------------------------- any underwritten offering have informedshall advise the Company in writing (with a copy to the Representative (and the Representative shall be responsible for relaying such copy to the Holders of Registrable Securities) and each Selling Holder of CP/BV Registrable Securities) that, in writingits opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company and will reduce to the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include Company is so advised can be sold in such offering is within such as price range (the "Actual Number of Securities to adversely affect be Registered"), the success of such offering, including the price at which such securities can be sold, then the Company will be required Registrable Securities and CP/BV Registrable Securities requested to include in such registration only the amount of securities which it is so advised should be included in such registration. In Subject to the provisions of Section 4.13 hereof, in such eventregistration, securities each Selling Holder shall be registered entitled to register up to such number of Registrable Securities or CP/BV Registrable Securities, as the case may be, obtained by multiplying the Actual Number of Securities to be Registered by a fraction, the numerator of which is the number of Registrable Securities or CP/BV Registrable Securities beneficially owned by such Selling Holder and the denominator of which is the aggregate number of Registrable Securities and CP/BV Registrable Securities beneficially owned by all Selling Holders. If one or more Selling Holders do not request the registration of the maximum number of Registrable Securities or CP/BV Registrable Securities to which they are entitled in accordance with the preceding sentence (such registration maximum number minus the number of Registrable Securities or CP/BV Registrable Securities requested by such Selling Holder(s) being referred to as the "Shortfall"), the other Selling Holders (the "Participating Holders") shall be entitled to register securities in addition to those to which they are entitled under the preceding sentence up to the amount equal to the result obtained by multiplying the Shortfall by a fraction, the numerator of which is the number of Registrable Securities or CP/BV Registrable Securities, as the case may be, beneficially owned by such Participating Holder and the denominator of which is the aggregate number of Registrable Securities and CP/BV Registrable Securities beneficially owned by all Participating Holders. The procedure set forth in the following order immediately preceding sentence shall be applied until the Actual Number of priority: (i) FIRSTSecurities to be Registered is apportioned among the Selling Holders in accordance with the preceding two sentences. If, as a result of any such reduction in the number of securities requested to be registered, the number of securities which have been requested to be included in such registration by the Holders of the Registrable Securities is reduced by twenty percent (20%) or more because of the inclusion in such registration of CP/BV Registrable Securities pursuant to the provisions of this Section 1.01, then notwithstanding anything to the contrary contained in this Agreement or in any other agreement or interpretation of any agreement between the Company and the Holders of Registrable Securities, (iia Demand Registration in connection with such registration will not be deemed to have been effected under Section 1.01(e) SECOND, provided that no securities sought hereof. In the case of a registration which would have been deemed to be included a Demand Registration under Section 1.01(e) hereof but for the application of the immediately preceding sentence of this Section 1.01(h) (a "Restricted Registration"), the Company shall pay the Registration Expenses of the Holders of the Registrable Securities in connection with one such Restricted Registration (the "Paid Restricted Registration") and the Selling Holders shall pay the Registration Expenses of any other Restricted Registration to the extent provided for and in accordance with Section 1.02(b) hereof and of the CP Agreement and the BV Agreement, provided, however, that the Initiating Holders -------- ------- may elect by written notice to the Company (with a copy to the Representative, and the Representative shall be responsible for relaying such notice to the Holders of Registrable Securities other than the Initiating Holders), after the Paid Restricted Registration, to have been excluded the Company pay the Registration Expenses of the Holders of Registrable Securities in one (1) subsequent Restricted Registration, in which case the number of Demand Registrations available to the Holders of Registrable Securities under Section 1.01(d) hereof shall remain unchanged but the number of Demand Registrations the expenses of which will be paid by the Company shall be reduced from two to one. In connection with any such registration to which this paragraph (h) is applicable, no securities other than Registrable Securities and CP/BV Registrable Securities shall be covered by such registration, the securities of the parties of the Investors' Rights Agreement, (iii) THIRD, provided that no securities sought to be included by the Holders or the other parties to the Investors' Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held by such Persons) and (iv) fourth, provided that no securities of any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 2.2 hereof have been excluded from such registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two Demand Registrations pursuant to Section 2.2 hereof.

Priority in Demand Registration. In a registration pursuant to Section 2.2 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring entitled to participate in such registration pursuant to Section 2.1(a) hereof intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) FIRSTfirst, the securities which have been requested to be included in such registration by the Holders of Registrable Securities, (ii) SECOND, provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities of the parties of the Investors' Rights Agreement, (iii) THIRD, provided that no securities sought to be included by the Holders or the other parties to the Investors' Rights Agreement have been excluded from such registration, and the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held by the Holders of Registrable Securities and such Persons) ), and (ivii) fourthsecond, provided that no securities of sought to be included by the Holders or any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 2.2 2.1 hereof have been excluded from such registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two three Demand Registrations pursuant to Section 2.2 2.1 hereof.

Priority in Demand Registration. In The Company will not include in any Demand Registration any securities (other than Company Registrable Securities) which are not Registrable Securities without the prior written consent of the holders of at least a registration majority of the OEP Registrable Securities included in such registration. If any of the Registrable Securities proposed to be registered pursuant to Section 2.2 hereof involving an a Demand Registration are to be sold in a firm commitment underwritten offering, if offering and the managing underwriter or underwriters of such underwritten offering have informed, in writing, a Demand Registration advise the Company and the Selling Holders who have requested holders of such Registrable Securities in writing that in its or their reasonable opinion the number of shares of Common Stock and/or Preferred Stock (as applicable) proposed to be sold in such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion exceeds the total maximum number of securities which shares specified by the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such managing underwriter that may be distributed without adversely affecting the price, timing or distribution of the Common Stock and/or Preferred Stock (as to adversely affect the success of such offeringapplicable), including the price at which such securities can be sold, then the Company will be required to shall include in such registration only such maximum number of Registrable Securities which, in the amount reasonable opinion of securities which it is so advised should such underwriter or underwriters can be included in such registration. In such event, securities shall be registered in such registration sold in the following order of priority: (i) FIRSTfirst, the number of OEP Registrable Securities requested to be included in such registration, pro rata, if necessary; (ii) second, the number of Company Registrable Securities requested to be included in such registration, if any; (iii) third, all Other Registrable Securities requested to be included in such registration, pro rata, if necessary; (iv) fourth, all other securities which have been requested to be included in such registration by the Holders of Registrable Securitiespursuant to "demand registration" rights granted to other Persons, (ii) SECONDprovided, provided that no securities sought to be included by the Holders of Registrable Securities such rights will have been excluded from such registrationgranted only as permitted by this Agreement; and (v) fifth, the securities shares of the parties of the Investors' Rights Agreement, (iii) THIRD, provided that no securities sought to be included by the Holders or the other parties to the Investors' Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities Common Stock held by such Persons) and (iv) fourth, provided that no securities of any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have holders requested to be included in a registration statement pursuant to Section 2.2 hereof have been excluded from such registration statement pursuant to the provisions of the foregoing paragraphregistration, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two Demand Registrations pursuant to Section 2.2 hereofpro rata if necessary.

Priority in Demand Registration. In a registration pursuant to Section 2.2 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to affect adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) FIRST, the securities which have been requested to be included in such registration by the Holders of Registrable SecuritiesSecurities pursuant to this Agreement, pro rata among such Holders according to the number of securities requested to be included by each such Holder (or as they may otherwise agree), (ii) SECOND, provided that no securities sought requested to be included in such registration by the holders of the Credit Facility Lender Warrant, pro rata among such holders according to the number of securities requested to be included by the Holders of Registrable Securities have been excluded from each such registration, the securities of the parties of the Investors' Rights Agreementholder (or as they may otherwise agree), (iii) THIRD, provided that no Demand Shares (as defined in the Amended and Restated Investor Rights Agreement) requested to be included therein by Demand Holders under the Amended and Restated Investor Rights Agreement, pro rata among such Demand Holders according to the number of securities sought requested to be included by each such Demand Holder (or as they may otherwise agree), (iv) FOURTH, any securities the Holders or the other parties Company proposes to the Investors' Rights Agreement have been excluded from such registrationinclude therein, and (v) FIFTH, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (Company, pro rata among such Persons based on the amount of securities held by such Persons) and (iv) fourth, provided that no securities of any other Person sought requested to be included therein by each such Person (or as they may otherwise agree). If any securities of a Holder have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 2.2 hereof have been excluded from such registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two one Demand Registrations Registration pursuant to Section 2.2 2.1 hereof.

Priority in Demand Registration. In a registration pursuant to Section 2.2 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring entitled to participate in such registration pursuant to Section 2.1(a) hereof intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) FIRSTfirst, the securities which have been requested to be included in such registration by the Holders of Registrable Securities, (ii) SECOND, provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities of the parties of the Investors' Rights Agreement, (iii) THIRD, provided that no securities sought to be included by the Holders or the other parties to the Investors' Rights Agreement have been excluded from such registration, and the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held sought to be included in the registration by the Holders of Registrable Securities and such Persons) ), and (ivii) fourthsecond, provided that no securities of sought to be included by the Holders or any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If twenty-five percent (25% %) or more of the Registrable Securities which the Holders have requested to be included in a registration statement Registration Statement pursuant to Section 2.2 2.1 hereof have been excluded from such registration statement Registration Statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two Demand Registrations pursuant to Section 2.2 2.1 hereof.

Priority in Demand Registration. In a registration pursuant to Section 2.2 3(c)(1) hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at 8 which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) FIRSTfirst, the securities which have been requested to be included in such registration by the Holders of Registrable Securities, (ii) SECONDsecond, provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities of the parties of the Investors' Rights Agreement, (iii) THIRD, provided that no securities sought to be included by the Holders or the other parties to the Investors' Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held by such Persons) and (iviii) fourththird, provided that no securities of any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 2.2 3(c)(1) hereof have been excluded from such registration statement pursuant to the provisions of the foregoing paragraph, then the Holders requesting the Demand Registration may withdraw such demand and, if such Demand Registration is withdrawn, such registration shall not count towards determining whether the Company has satisfied its obligation to effect two a Demand Registrations Registration pursuant to Section 2.2 3(c)(1) hereof.

Priority in Demand Registration. In a registration pursuant to Section 2.2 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to affect adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) FIRSTfirst, the securities which have been requested to be included in such registration by the Holders of Registrable SecuritiesSecurities pursuant to this Agreement, (ii) SECONDsecond, provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities of the parties of the Investors' Rights Agreement, (iii) THIRD, provided that no securities sought to be included by the Holders or the other parties to the Investors' Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held sought to be registered by such Persons) and (iviii) fourththird, provided that no securities of any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more any securities of the Registrable Securities which the Holders have requested to be included in a registration statement pursuant to Section 2.2 hereof Holder have been excluded from such a registration statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two one Demand Registrations Registration pursuant to Section 2.2 2.1 hereof.

Priority in Demand Registration. In If the Approved Underwriter of any underwritten offering under a Demand Registration advises the Company (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration pursuant to Section 2.2 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informedadvice) that, in writingits opinion, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring requested to participate be included in such registration intend is sufficiently large to include in such offering is such as to adversely affect have a material adverse effect on the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only registration, to the amount extent of securities the number of Registrable Securities which it the Company is so advised should can be included sold in (or during the time of) such registration. In such eventoffering within a price range acceptable to the Initiating Holder, securities shall be registered in such registration in the following order of priority: (i) FIRSTfirst, the securities which have been Registrable Securities requested to be included in such registration by the all Selling Holders of Registrable Securities, (ii) SECOND, provided that no securities sought entitled to be included by the Holders of include Registrable Securities have been excluded from pursuant to Section 3(a), pro rata among such registration, Selling Holders on the securities basis of the parties of the Investors' Rights Agreement, (iii) THIRD, provided that no securities sought to be included by the Holders or the other parties to the Investors' Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount number of securities held by such Persons) and (iv) fourth, provided that no securities of any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the Registrable Securities which the Holders have requested to be included in a registration statement such Demand Registration; provided, that, for purposes of this Section 3(h) only, Wand I and Wand II will be treated as separate Selling Holders and Chase and UAFCLP will be treated as separate Selling Holders such that each of Wand I, Wand II, Chase and UAFCLP will have the right to include its pro rata portion of Registrable Securities in such registration, second, all securities proposed by the Company to be sold for its own account, and third, all other securities proposed to be registered; provided, that if the number of Registrable Securities that the Approved Underwriter advises can be sold in such offering is less than all the Registrable Securities that the Initiating Holder had requested be included, the Initiating Holder may withdraw its written request made pursuant to Section 2.2 hereof have been excluded from 3(a) and such written request will not be considered a request for registration statement pursuant to for the provisions purposes of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two Demand Registrations pursuant to this Section 2.2 hereof3.

Priority in Demand Registration. In a registration pursuant to Section 2.2 2.1 hereof involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company and the Selling Holders who have requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring entitled to participate in such registration pursuant to Section 2.1(a) hereof intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event, securities shall be registered in such registration in the following order of priority: (i) FIRSTfirst, the securities which have been requested to be included in such registration by the Holders of Registrable Securities, (ii) SECOND, provided that no securities sought to be included by the Holders of Registrable Securities have been excluded from such registration, the securities of the parties of the Investors' Rights Agreement, (iii) THIRD, provided that no securities sought to be included by the Holders or the other parties to the Investors' Rights Agreement have been excluded from such registrationsecond, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held sought to be included in the registration by such Persons) ), and (ivii) fourththird, provided that no securities of sought to be included by the Holders or any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If twenty-five percent (25% %) or more of the Registrable Securities which the Holders have requested to be included in a registration statement Registration Statement pursuant to Section 2.2 2.1 hereof have been excluded from such registration statement Registration Statement pursuant to the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two three (3) Demand Registrations pursuant to Section 2.2 2.1 hereof.

Priority in Demand Registration. In a registration pursuant to Section 2.2 hereof involving an underwritten offering, if If the managing underwriter or underwriters of such underwritten offering have informedadvises the Company in writing that, in writingits opinion, the number of Registrable Securities requested to be included in a Demand Registration exceeds what can be sold in such offering at a price reasonably acceptable to the Company and the Selling Holders who have Demand Holder which requested such Demand Registration or who have sought inclusion therein that in such underwriter's or underwriters' opinion the total number of securities which the Selling Holders and any other Person desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be soldRegistration, then the Company will be required to include in such registration only Demand Registration the amount number of securities Registrable Securities requested to be included in such Demand Registration which it the Company is so advised can be sold in such offering, which shall be allocated pro rata among the Holders participating in the Demand Registration. If the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in a Demand Registration by Holders who are members of Management of the Company should be reduced, then the Company will reduce the number of Registrable Securities requested to be sold by such Persons on a pro rata basis. In the event any Registrable Securities of any Demand Holders are excluded from registration as a result of the foregoing provisions, then such Persons shall be entitled to sell, on a pro rata basis, the excluded Registrable Securities, prior to any other Registrable Securities, pursuant to the underwriters' over-allotment option. Except as provided in the last sentence of this paragraph and the preceding paragraph, no Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. In If any Holder disapproves of the terms of the underwriting, such event, securities shall be registered in such registration in Person may elect to withdraw therefrom by written notice to the following order of priority: (i) FIRSTCompany, the securities which have been requested to underwriters and the Demand Holder requesting such Demand Registration. The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders of Registrable Securities, (ii) SECOND, provided that no securities sought to be who have included by the Holders of Registrable Securities have been excluded from such registration, in the securities of registration the parties of the Investors' Rights Agreement, (iii) THIRD, provided that no securities sought right to be included by the Holders or the other parties to the Investors' Rights Agreement have been excluded from such registration, the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities held by such Persons) and (iv) fourth, provided that no securities of any other Person sought to be included therein have been excluded from such registration, securities to be offered and sold for the account of the Company. If 25% or more of the include additional Registrable Securities which in the Holders have requested to be included same proportion used above in a registration statement pursuant to Section 2.2 hereof have been excluded from such registration statement pursuant to determining the provisions of the foregoing paragraph, then such registration shall not count towards determining whether the Company has satisfied its obligation to effect two Demand Registrations pursuant to Section 2.2 hereofunderwriters' limitation.