Common use of Priority in Incidental Registration Clause in Contracts

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting the price at which the securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) calendar days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, second the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, them and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by any Persons initiating such registrationregistration and the Registrable Securities requested to be included in such registration by the other Holders, (B) second, any other Persons, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders them and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three (3) calendar days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the CompanyCompany (other than pursuant to Section 2.1), (A) first, one-third of the Registrable Securities requested to be included in such registration by the Holders, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, one-third of the securities proposed to be registered by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, and (BC) secondthird, the on a pari passu basis, any remaining Registrable Securities requested to be included in such registration by the Holders Holders, and any other stockholders having contractual rights remaining securities proposed to participate in be registered by any Persons initiating such registration, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering underwritten public offering (on a firm commitment basis), and the sole or the lead managing Underwriterunderwriter, as the case may be, of such Underwritten Offering underwritten public offering shall advise the Company in writing (with a copy to each Holder holder of Registrable Securities requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationholders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (B) second, the securities that the Company proposes to register for its own account, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders holders thereof and other securities of the company to be registered on behalf of any other stockholders having contractual rights to participate in such registrationPerson, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, them and (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in account In the event the Company will not, by virtue in accordance with the terms of this Section 2.3(b2(g)(ii), include in any such registration hereunder all of the Registrable Securities securities of any Holder holder requested to be included in such registration, and any such Holder may, upon written notice holder determines not to the Company given within three days include any or all of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included its securities in such registration, whereupon only then the Registrable Securities, if any, it desires to have included will be so included and the Holders holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder Investor requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, Person and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (B) second, the securities proposed to be registered by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that a minimum of 30% of Registrable Securities shall be included in each Incidental Registration and; provided, further, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder Investor requested to be included in such registration, such Holder Investor may, upon written notice to the Company given within three (3) days of the time such Holder Investor first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders Investors not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy which advice the Company shall promptly forward to each Holder Stockholder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities Common Shares (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which successful marketing of the securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect)offered, the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration an Incidental Registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders Stockholders and any those other stockholders having contractual holders of Common Shares that shall be entitled to piggyback registration rights on the same level of priority as the Stockholders (as explicitly provided for in the registration rights agreement pertaining to participate in such registrationother Common Shares), allocated pro rata in proportion to the number of Registrable Securities and Common Shares requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration an Incidental Registration initiated by a Person other than the Company, (A) first, the registrable securities requested to be included in such registration Incidental Registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of themIncidental Registration, (B) second, the Registrable Securities requested to be included in such registration by the Holders Stockholders and any those other stockholders having contractual holders of Common Shares that shall be entitled to piggyback registration rights on the same level of priority as the Stockholders (as explicitly provided for in the registration rights agreement pertaining to participate in such registrationother Common Shares), allocated pro rata in proportion to the number of Registrable Securities and Common Shares requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, them and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by any Persons initiating such registrationregistration and the Registrable Securities requested to be included in such registration by the other Holders, (B) second, any other Persons, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders them and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by any Persons initiating such registration, (B) second, the Registrable Securities requested to be included in such registration by the Holders, (C) third, any other Persons, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, ; (BD) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) thirdfourth, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights Pari Passu Securities requested to participate be included in such registrationregistration on a pari passu basis, allocated pro rata among such Holders and Pari Passu Holders requesting such registration, in proportion to the number of Registrable Securities and Pari Passu Securities requested to be included in such registration by each of them, and (C) ), third, other securities of the Company to be registered on behalf of any other Person, (ii) in the case of a registration initiated by a Pari Passu Holder, (A) first, the Registrable Securities requested to be included in such registration by the Holders and any Pari Passu Securities requested to be included in such registration on a pari passu basis, allocated pro rata among such Holders and Pari Passu Holders requesting such registration, in proportion to the number of Registrable Securities and Pari Passu Securities requested to be included in such registration by each of them, (B) second, the securities that the Company proposes to register for its own account and (iiiii) in the case of a registration initiated by a Person other than the CompanyCompany or a Pari Passu Holder, (A) first, the securities requested to be included in of such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of themPersons, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights Pari Passu Securities requested to participate be included in such registrationregistration on a pari passu basis, allocated pro rata among such Holders and Pari Passu Holders requesting such registration, in proportion to the number of Registrable Securities and Pari Passu Securities requested to be included in such registration by each of them, and (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, second the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by any Persons initiating such registrationregistration and the Registrable Securities requested to be included in such registration by the other Holders, (B) second, any other Persons, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders ; and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own accountaccount (but solely to the extent that the proceeds thereof shall not be used to purchase Common Shares or other securities of the Company), (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, them and (C) third, other securities of the Company to be registered on behalf of any other Person, Person and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any the Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, them and (B) second, the Registrable Securities requested to be included in such registration by that the Holders and any other stockholders having contractual rights propose to participate in such registrationregister, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, ; and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), (Page of ) 12 include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing any other Holder shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationregistration on the same terms as set forth above.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, together with the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (B) second, any other Persons, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them; and (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata PRO RATA in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by the Holders and by any Persons initiating such registration, allocated pro rata PRO RATA in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (DC) fourththird, other securities of the Company to be registered on behalf of any other Person; providedPROVIDED, howeverHOWEVER, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering underwritten public offering (on a firm commitment basis), and the sole or the lead managing Underwriterunderwriter, as the case may be, of such Underwritten Offering underwritten public offering shall advise the Company in writing (with a copy to each Holder holder of Registrable Securities or Make-Whole Securities requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities or Make-Whole Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities or Make-Whole Securities, as the case may be, requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationholders, allocated pro rata in proportion to the number of such Registrable Securities or Make-Whole Securities requested to be included in such registration by each of them, (B) second, the securities that the Company proposes to register for its own account, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities or Make-Whole Securities requested to be included in such registration by the Holders holders thereof and other securities of the company to be registered on behalf of any other stockholders having contractual rights to participate in such registrationPerson, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, them and (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in account In the event the Company will not, by virtue in accordance with the terms of this Section 2.3(b2(g)(ii), include in any such registration hereunder all of the Registrable Securities securities of any Holder holder requested to be included in such registration, and any such Holder may, upon written notice holder determines not to the Company given within three days include any or all of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included its securities in such registration, whereupon only then the Registrable Securities, if any, it desires to have included will be so included and the Holders holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company relevant IPO Entity in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company such IPO Entity shall include in such registration, to the extent of the number which the Company it is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Companysuch Entity, (A) first, the securities that the Company such IPO Entity proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company such IPO Entity to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Companysuch IPO Entity, (A) first, the securities Registrable Securities requested to be included in such registration by any Persons initiating such registrationthe Holders, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in Persons initiating such registration, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, (C) third, the securities that the Company such IPO Entity proposes to register for its own account, and (D) fourth, other securities of the Company such IPO Entity to be registered on behalf of any other Person; provided, however, that in the event the Company such IPO Entity will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company such IPO Entity given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration. In addition, to the extent that an Initial Holder is not permitted to register all of its Registrable Securities in such registration, the relevant IPO Entity shall register the balance of such Registrable Securities pursuant to the terms of this Agreement, which registration shall be filed as soon as practicable thereafter and which the relevant IPO Entity shall cause to become effective no later than the six month anniversary of the Applicable Effective Date.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own accountaccount (but solely to the extent that the proceeds thereof shall not be used to purchase shares of common stock of the Company or other securities of the Company), (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by any Persons initiating such registration requested to be included in such registration by any Persons initiating such registration, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other Persons (not including Affiliates of the Company), allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for the account of it and its own accountAffiliates, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights the securities requested to participate be included in such registrationregistration pursuant to an agreement set forth on Schedule 6.2 hereto, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, securities of the securities Company requested to be included in by such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights securities requested to participate be included in such registrationregistration pursuant to an agreement set forth on Schedule 6.2 hereto, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own accountaccount (but solely to the extent that the proceeds thereof shall not be used to purchase shares of common stock of the Company or other securities of the Company), (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, (B) second, the Registrable Securities requested to be included in such registration by the Holders, (C) third, any other Persons (not including Affiliates of the Company), allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, and (BD) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) thirdfourth, the securities that the Company proposes to register for the account of it and its own accountAffiliates, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own accountaccount (but solely to the extent that the proceeds thereof shall not be used to purchase common shares of the Company or other securities of the Company), (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, (B) second, the Registrable Securities requested to be included in such registration by the Holders, (C) third, any other Persons (not including Affiliates of the Company), allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, and (BD) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) thirdfourth, the securities that the Company proposes to register for the account of it and its own accountAffiliates, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, account and (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration a registration pursuant to this Section 2 involves an Underwritten Offering (on a firm commitment basis), underwritten offering and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advised the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its good faith opinion, the amount of securities (including Registrable Securities) requested to be included in such registration (the "REQUESTED REGISTRABLE SECURITIES") exceeds the amount which can be sold sole in such offering, so as to be likely to have a material adverse effect on such offering without materially adversely affecting as contemplated by the Company (including the price at which the securities being offered can be sold and/or their ability Company proposed to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effectsecurities), then the Company shall will include in such registrationregistration the following securities (the "ACTUAL REGISTRABLE SECURITIES"): FIRST, to the extent of the number which all securities proposed by the Company is so advised may to be included in such offering without such effect, (i) in the case of a registration initiated by sold for the Company, (A) first's own account; SECOND, the securities that the Company proposes to register for its own account, (B) second, the amount of Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationInvestors which, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified good faith opinion of such mattermanaging underwriter can be sold without causing a material adverse effect on the offering, reduce the amount of Registrable Securities it desires to have included in with such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be equitably allocated on a percentage Pro Rata Basis (as defined below; THIRD, any amount of other securities ("OTHER SECURITIES") of the Company held by all other security holders ("OTHER HOLDERS") which the Company has agreed to register which, in the good faith opinion of such managing underwriter, can be sold without causing a material adverse effect on the offering, with such amount of Other Securities to be allocated PRO RATA among such Other Holders on the basis of the relative number of shares of Other Securities owned by such Other Holders. "PRO RATA BASIS" shall mean that in the event the underwriter causes a reduction in a particular series of Requested Registrable Securities, the number of such Registrable Securities included in such registrationthe registration for each Purchaser shall be reduced by an equal percentage of their respective applicable Requested Registrable Securities.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own accountaccount (except as set forth in the Registration Rights Agreements referenced in SCHEDULE A), (B) second, any securities that the Company is required to register for Viacom or NBC or their assignees, under the registration rights agreements referenced in Schedule A, (C) third, any securities to be sold by Xxxxxxx X. XxXxxxx, Xxxxx XxXxxxx, and any Affiliate of the Initial Class B Stockholders (as defined in the Company's Amended and Restated Certificate of Incorporation), (D) fourth, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (CE) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourthfifth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.1(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting the price at which the securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities or securities covered by such contractual rights requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any securities of other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by the Holders and by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (DC) fourththird, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own accountaccount (but solely to the extent that the proceeds thereof shall not be used to purchase shares of common stock of the Company or other securities of the Company), (B) second, on a pro rata basis, in proportion to the number of securities requested to be included in such registration by each of the following, (i) the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to (ii) the number of Registrable Securities securities requested to be included in such registration by each the holders of themthe warrants granted pursuant to the Warrant Purchase Agreement, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by any Persons initiating such registration requested to be included in such registration by any Persons initiating such registration, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other Persons (not including Affiliates of the Company), allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for the account of it and its own accountAffiliates, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves is an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting the price at which the securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a underwritten registration initiated by the Company, and the managing underwriters shall give written advice to the Company that, in their opinion, market conditions dictate that no more than a specified maximum number of securities (Athe "Underwriter's Maximum Number") could successfully be included in such Incidental Registration, then the Company will include in such registration: (i) first, the that number of securities that which the Company proposes to register offer and sell for its own accountaccount in such registration and which does not exceed the Underwriter's Maximum Number; and (ii)second, that number of Registrable Securities which shall have been requested by the Holders thereof having registration rights hereunder which does not exceed the difference between the Underwriter's Maximum Number and that number of securities which the Company is entitled to include therein pursuant to clause (Bi) second, above. If less than all of the Registrable Securities requested to be included in any such registration by the Holders and any can be so included due to these priority requirements, then each requesting Holder's request shall be granted on an pro rata basis with the other stockholders having contractual rights requesting Holders. In addition, all Holders whose Registrable Securities were not included in the Incidental Registration as requested as a result of this Section 2(f), shall have the right to participate in such registration, allocated pro rata one (1) additional Incidental Registration in proportion accordance with the terms of this Agreement. (g) Notwithstanding anything to the number contrary contained in this Section 2, the Company shall have the right to delay any registration of Registrable Securities requested pursuant to be included in this Section 2 for up to one hundred twenty (120) days if such registration by each of themwould, and (C) third, other securities in the judgment of the Company to be registered on behalf Company's Board of Directors, substantially interfere with any other Person, and (ii) in material transaction being considered at the case time of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities receipt of the Company to be registered on behalf of any other Person; provided, however, that in request from the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationHolders. 3.

Priority in Incidental Registration. If an Incidental ----------------------------------- Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own accountaccount (but solely to the extent that the proceeds thereof shall not be used to purchase shares of common stock of the Company or other securities of the Company), (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number --- ---- of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion preparation to the number of securities requested to be --- ---- included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (DC) fourththird, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this -------- ------- Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, and (B) second, on a PRO RATA basis, in proportion to the number of securities requested to be included in such registration, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number holders of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person any Persons other than the Company, (A) first, the securities of the Company requested to be included in such registration by any Persons initiating such registration, allocated pro rata and (B) second, on a PRO RATA basis, in proportion to the number of securities requested to be included in such registration by each of them, (B) secondregistration, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, (C) third, any other Persons and the securities that the Company proposes to register for its own account; PROVIDED, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, howeverHOWEVER, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five two days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by Cerberus, (C) third, the Holders and any other stockholders having contractual rights Registrable Securities requested to participate be included in such registrationregistration by the Holders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (CD) thirdfourth, other securities of the Company to be registered on behalf of any other Person, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities Registrable Securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by Cerberus, (C) third, the Holders Registrable Securities requested to be included in such registration by the Holders, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (D) fourth, the securities that the Company proposes to register for its own account and (D) fifth, other securities of the Company to be registered on behalf of any other stockholders having contractual rights to participate in such registrationPerson, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental a Piggyback Registration involves an Underwritten Offering (on a firm commitment basis)Offering, and the sole or the lead managing Underwriterunderwriter, as the case may be, of such Underwritten Offering shall advise the Company MLP in writing (with a copy to each Holder requesting registration) on or before the date five ten (10) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which successful marketing of the securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect)offered, the Company MLP shall include in such registration, to the extent of the number which the Company MLP is so advised may be included in such offering without such effecteffect (subject to the Investors’ pro rata allocation rights set forth in the Investors Registration Rights Agreement), (i) in the case of a registration initiated by the Company, (A) first, the securities securities, if any, that the Company MLP proposes to register for its own account, (Bii) second, assuming that all of the Registrable Securities requested referred to be included in clause (i) have been included, 100% of the Registrable Securities of the Founders representing Base Units which have not previously been sold by such registration by Founders, (iii) third, only if all of the Holders and any other stockholders having contractual rights Registrable Securities referred to participate in such registrationclause (ii) have been included, allocated pro rata in proportion to the number of Registrable Securities requested to be included therein by the Holders allocated pro rata among such Holders and based, for each such selling Holder, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Holder in excess of the number of Registrable Securities included in clause (ii), by (B) the aggregate number of Registrable Securities not included in clause (ii) proposed to be sold by each such Holder in such registration by each of themPiggyback Registration, and (Civ) thirdfourth, other securities only if all of the Company to be registered on behalf of Registrable Securities in clause (iii) have been included, any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationtherein.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own accountaccount (but solely to the extent that the proceeds thereof shall not be used to purchase shares of common stock of the Company or other securities of the Company), (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata PRO RATA in proportion to the number of Registrable Securities requested to be included in such registration by each of themsuch Holders, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by the Holders, and any Persons initiating such registration, allocated pro rata PRO RATA in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (DC) fourththird, other the securities of the Company to be registered on behalf of any other Person; providedPROVIDED, howeverHOWEVER, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five two days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationCerberus and, allocated pro rata in proportion solely with respect to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion Class A Common Shares acquired pursuant to the number of securities requested to be included in such registration by each of themXxxxxx Stock Purchase Agreement, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationXxxxxx, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that Registrable Securities requested to be included in such registration by the Company proposes Holders, allocated pro rata in proportion to register for its own accountthe number of Registrable Securities requested to be included in such registration by each of them, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; , allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the Registrable Securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by Cerberus and, solely with respect to the Class A Common Shares acquired pursuant to the Xxxxxx Stock Purchase Agreement, Xxxxxx, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the Registrable Securities requested to be included in such registration by the Holders, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (D) fourth, the securities that the Company proposes to register for its own account and (D) fifth, other securities of the Company to be registered on behalf of any other Person, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three five days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which successful marketing of the securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect)offered, the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own accountaccount (but solely to the extent that the proceeds thereof shall not be used to purchase Common Shares or other securities of the Company), (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, (B) second, securities that the Company proposes to register for its own account, and (C) third, Registrable Securities requested to be included in such registration by Holders and by all other Persons, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them; provided, (B) secondhowever, that in any event the Registrable Securities requested Holders shall be entitled to be included include in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to Incidental Registration the number of Registrable Securities requested equal to be the highest of (1) the Holders' pro rata proportion set forth in the immediately preceding clause (C), (2) the number of Registrable Securities included in such registration the Incidental Registration by each of them, Xxxx (Cas defined in the Term Loan Agreement) third, the securities that the Company proposes to register for its own account, and (D3) fourth, other securities the number of Registrable Securities included in the Company to be registered on behalf of any other PersonIncidental Registration by Xxxxx (as defined in the Term Loan Agreement); provided, howeverfurther, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering in an Incidental Registration, shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, all securities proposed to be registered by holders of Convertible Notes, (C) third, on a pari passu basis, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them and any securities requested to be included in such registration by any Person to whom rights to participate in any such registration have been granted by the Company, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, and (Cii) thirdin the case of a registration initiated by a holder of Convertible Notes, other securities (A) first, all of the Company securities proposed to be registered on behalf by any holders of any other Person, the Convertible Notes and (iiB) second, on a pari passu basis, the Registrable Securities requested to be included in such registration by the Holders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them and any securities requested to be included in such registration by any Person to whom rights to participate in any such registration have been granted by the Company, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them and (iii) in the case of a registration initiated by a Person other than the Company, Company or a holder of a Convertible Note (A) first, the one-third of securities requested to be included in such registration by each holder of a Convertible Note, (B) second, one-third of the securities proposed to be registered by any Persons Person initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, and (Bc) secondthird, the Registrable Securities on a pari passu basis, any remaining securities requested to be included in such registration by the Holders and holders of the Convertible Notes, any other stockholders having contractual rights remaining securities proposed to participate in be registered by any Person initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them and any remaining Registrable Securities requested to be included in such registration by the Holders, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.1(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationregistration if capacity allows.

Priority in Incidental Registration. If an Incidental ----------------------------------- Registration involves is an Underwritten Offering (on a firm commitment basis)underwritten registration initiated by the Company, and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering underwriters shall advise give written advice to the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its their opinion, the amount market conditions dictate that no more than a specified maximum number of securities (including the "Underwriter's Maximum Number") could successfully be included in such Incidental Registration, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter's Maximum Number; and (ii) the Company will be obligated and required to include in such registration that number of shares of Registrable Securities) Securities which shall have been requested by the Holders thereof having registration rights hereunder or by holders having registration rights pursuant to another registration rights agreement with the Company to be included in such registration exceeds and which does not exceed the amount which can be sold in such offering without materially adversely affecting difference between the price at which the securities being offered can be sold and/or their ability to successfully market Underwriter's Maximum Number and sell the securities being offered (such writing to state the basis of such opinion and the approximate that number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, entitled to include therein pursuant to clause (i) in above and such number of shares shall be allocated pro rata between the case Holders and any other such holders on the basis of a registration initiated the number of shares requested to be included therein by the CompanyHolders, (A) firston the one hand, and such other holders, on the securities that the Company proposes to register for its own account, (B) second, other hand. If less than all of the Registrable Securities requested to be included in any such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will can be so included and the Holders not so reducing due to these priority requirements, then each requesting Holder's request shall be entitled to a corresponding increase in granted on an pro rata basis with the amount of Registrable Securities to be included in such registrationother requesting Holders.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date that is five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by the Holders and by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (DC) fourththird, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (iI) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes proposed to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders Holder and THE SECURITIES REQUESTED TO BE INCLUDED IN SUCH REGISTRATION by any other stockholders having contractual rights to participate in such registrationPerson who has been granted incidental or piggyback registration rights, allocated pro rata PRO RATA in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata PRO RATA in proportion to the number of securities requested to be included in such registration by each of themthe, (B) second, the Registrable Securities of any Holder and THE SECURITIES OF any other Persons who have been granted incidental or piggyback registration rights (who have not initiated such registration) requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationstatement, allocated pro rata in proportion to the number nubmer of Registrable Securities securities requested to be included inclued in such registration by each of themthe, (C) thirdTHIRD, the securities that the Company proposes to register for its own accountTHE SECURITIES THAT THE COMPANY PROPOSES TO REGISTER FOR ITS OWN ACCOUNT, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; providedPROVIDED, howeverHOWEVER, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration ----------------------------------- involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, if the Company was not the Person initiating such registration, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by -------- ------- virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves ----------------------------------- is an Underwritten Offering (on a firm commitment basis)underwritten registration initiated by the Company, and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering underwriters shall advise give written advice to the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its their opinion, the amount market conditions dictate that no more than a specified maximum number of securities (including the "Underwriter's Maximum Number") could successfully be included in such Incidental Registration, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriter's Maximum Number; and (ii) the Company will be obligated and required to include in such registration that number of shares of Registrable Securities) Securities which shall have been requested by the Holders thereof having registration rights hereunder, by holders having registration rights pursuant to another registration rights agreement with the Company or by Xxxx Xxxx to be included in such registration exceeds and which does not exceed the amount which can be sold in such offering without materially adversely affecting difference between the price at which the securities being offered can be sold and/or their ability to successfully market Underwriter's Maximum Number and sell the securities being offered (such writing to state the basis of such opinion and the approximate that number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, entitled to include therein pursuant to clause (i) in above and such number of shares shall be allocated pro rata between the case -------- Holders, any other such holders, and Xxxx Xxxx on the basis of a registration initiated the number of shares requested to be included therein by the CompanyHolders, (A) firston the one hand, and such other holders, and Xxxx Xxxx on the securities that the Company proposes to register for its own account, (B) second, other hand. If less than all of the Registrable Securities requested to be included in any such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will can be so included and the Holders not so reducing due to these priority requirements, then each requesting Holder's request shall be entitled to a corresponding increase in granted on an pro rata basis with the amount of Registrable Securities to be included in such registrationother requesting Holders.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy which advice the Company shall promptly forward to each Holder Stockholder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which successful marketing of the securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect)offered, the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration an Incidental Registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders Stockholders and any those other stockholders having contractual holders of securities that shall be entitled to piggyback registration rights on the same level of priority as the Stockholders(as explicitly provided for in the registration rights agreement pertaining to participate in such registrationother Common Shares), allocated pro rata in proportion to the number of Registrable Securities and other registrable securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration an Incidental Registration initiated by a Person other than the Company, (A) first, the registrable securities requested to be included in such registration Incidental Registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of themIncidental Registration, (B) second, the Registrable Securities requested to be included in such registration by the Holders Stockholders and any those other stockholders having contractual holders of registrable securities that shall be entitled to piggyback registration rights on the same level of priority as the Stockholders (as explicitly provided for in the registration rights agreement pertaining to participate in such registrationother Common Shares), allocated pro rata in proportion to the number of Registrable Securities and other registrable securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registrationregistration (other than an Affiliate of the Company), (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other Persons (not including Affiliates of the Company), allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for the account of it and its own accountAffiliates, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder Purchaser requesting registrationregistration or qualification) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration or qualification exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registrationregistration or qualification, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration or qualification initiated by the Company, (A) first, the securities that the Company proposes to register or qualify for its own account, (B) second, the Registrable Securities requested to be included in such registration or qualification by the Holders and any other stockholders having contractual rights to participate in such registrationPurchasers, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration or qualification by each of them, and (C) third, other securities of the Company to be registered or qualified on behalf of any other Person, and (ii) in the case of a registration or qualification initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration or qualification by the Purchasers and by any Persons initiating such registrationregistration or qualification, allocated pro rata in proportion to the number of securities requested to be included in such registration or qualification by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register or qualify for its own account, and (DC) fourththird, other securities of the Company to be registered or qualified on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b6.7(b), include in any such registration or qualification all of the Registrable Securities of any Holder Purchaser requested to be included in such registrationregistration or qualification, such Holder Purchaser may, upon written notice to the Company given within three days of the time such Holder Purchaser first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registrationregistration or qualification, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders Purchasers not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationregistration or qualification.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder Investor requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities) requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, Person and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by any the Holders and the securities proposed to be registered by the Persons initiating such registration, allocated pro rata in proportion to the number of Company securities (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities) requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder Investor requested to be included in such registration, such Holder Investor may, upon written notice to the Company given within three (3) days of the time such Holder Investor first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included included, and the Holders Investors not so reducing (and, with respect to any registration initiated by a Person other than the Company, the other Persons initiating such registration) shall be entitled to a corresponding increase in the amount of Registrable Securities (and with respect to other Persons initiating such registration, other Company securities) to be included in such registration.

Priority in Incidental Registration. If an Incidental ----------------------------------- Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, if the Company was not the Person initiating such registration, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this -------- ------- Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own accountaccount (except as set forth in the Registration Rights Agreements referenced in SCHEDULE A), (B) second, any securities that the Company is required to register for Viacom or NBC or their assignees, under the registration rights agreements referenced in Schedule A, (C) third, any securities to be sold by Vincent K. XxXxxxx, Xxxxx XxMaxxx, xxx xxx Affiliate of the Initial Class B Stockholders (as defined in the Company's Amended and Restated Certificate of Incorporation), (D) fourth, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (CE) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourthfifth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.1(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental ----------------------------------- Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of --- ---- Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by the Holders and by any Persons initiating such registration, allocated pro rata in proportion to the number of securities --- ---- requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (DC) fourththird, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of -------- ------- this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration ----------------------------------- involves an Underwritten Offering (on a firm commitment basis)unwritten offering, and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering underwritten offering shall advise the Company in writing (with a copy to each Holder requesting registrationthe Stockholder) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), or, in the case of an Incidental Registration not involving an underwritten offering, the Company shall reasonably determine (and notify the Stockholder of such determination), after consultation with an investment banking firm, that the amount of securities (including Registrable Securities) proposed to be sold in such offering exceeds the number which can be sold in such offering within a price range acceptable to the Company, the Company shall include in such registration, to the extent of the number which the Company is so advised (or, in the case of an Incidental Registration not involving an underwritten offering, which the Company reasonably determines) may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, and (B) second, the Registrable Securities requested to be , included in such registration by the Holders Stockholder and other securities of the Company to be, registered on behalf of any other stockholders having contractual rights to participate in such registrationPerson, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to of the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities Company requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in Persons initiating such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (CB) thirdsecond, the securities that the Company proposes to register for its own account, and (DC) fourththird, the Registrable Securities requested to be included in such registration by the Stockholder and any other securities of the Company to be registered on behalf of any other Person; provided, however, that allocated pro rata in proportion to the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder number or securities requested to be included in such registration, such Holder may, upon written notice to the Company given within three days registration by each of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.them. (c)

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, and (B) second, on a pro rata basis, in proportion to the number of securities requested to be included in such registration, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to securities of the number of Registrable Securities Company requested to be included in such registration by each the holders of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person any Persons other than the Company, (A) first, the securities of the Company requested to be included in such registration by any Persons initiating such registration, allocated and (B) second, on a pro rata basis, in proportion to the number of securities requested to be included in such registration by each of them, (B) secondregistration, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, (C) third, any other Persons and the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration a registration pursuant to this Section 2.2 involves an Underwritten Offering underwritten offering of securities so being registered, the Company will use its best efforts to cause the managing Underwriter(s) to include such Registrable Securities among those securities to be distributed by or through such Underwriter(s) (on a firm commitment basis), the same terms and the sole or the lead managing Underwriter, conditions as the case may beUPC Common Stock of the Company included therein to the extent appropriate). Notwith- standing the foregoing, if the managing Underwriter(s) of such Underwritten Offering underwritten offering shall advise inform the Company in writing (with a copy to each Holder the Holders requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount inclusion of securities (including Registrable Securities) requested to be included Securities in such registration exceeds offering) of its good faith belief that the amount which can be sold in distribution of all or a specified number of such offering without materially adversely affecting the price at which Registrable Securities concurrently with the securities being offered can be sold and/or their ability to successfully market and sell distributed by the Underwriter(s) would interfere with the successful marketing of the securities being offered distributed by such Underwriter(s) (such writing to state the basis of such opinion belief and the approximate number of such securities Registrable Securities which may be included in such offering distributed without such effect), the Company shall include in such registration, to the extent of registration the number (if any) of Registrable Securities so requested to be included which in the opinion of such Underwriter(s) can be sold and shall not include in such registration any securities (other than securities being sold by the Company which the Company is so advised may be shall have priority in being included in such offering without such effect, (iregistration) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes so requested to register for its own account, (B) second, the be included other than Registrable Securities unless all Registrable Securities requested to be so included are included therein (and if in the opinion of such Underwriter(s), some but not all of the Registrable Securities may be so included, all Selling Holders shall share pro rata in the number of shares of Registrable Securities included in such registration by offering on the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to basis of the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(btherein), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting the price at which the securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; providedPROVIDED, howeverHOWEVER, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights the securities requested to participate be included in such registrationregistration pursuant to an agreement set forth on Schedule 6.2 hereto, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, securities of the securities Company requested to be included in by such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights securities requested to participate be included in such registrationregistration pursuant to an agreement set forth on Schedule 6.2 hereto, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering in an Incidental Registration, shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, all securities proposed to be registered by holders of Convertible Notes, (C) third, on a pari passu basis, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them and any securities requested to be included in such registration by any Person to whom rights to participate in any such registration have been granted by the Company, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, and (Cii) thirdin the case of a registration initiated by a holder of Convertible Notes, other securities (A) first, all of the Company securities proposed to be registered on behalf by any holders of any other Person, the Convertible Notes and (iiB) second, on a pari passu basis, the Registrable Securities requested to be included in such registration by the Holders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them and any securities requested to be included in such registration by any Person to whom rights to participate in any such registration have been granted by the Company, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them and (iii) in the case of a registration initiated by a Person other than the Company, Company or a holder of a Convertible Note (A) first, the one-third of securities requested to be included in such registration by each holder of a Convertible Note, (B) second, one-third of the securities proposed to be registered by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, and (Bc) secondthird, the Registrable Securities on a pari passu basis, any remaining securities requested to be included in such registration by the Holders and holders of the Convertible Notes, any other stockholders having contractual rights remaining securities proposed to participate in be registered by any Person initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them and any remaining Registrable Securities requested to be included in such registration by the Holders, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registrationregistration if capacity allows.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis)Offering, and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested proposed to be included in such registration registered by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, and (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2(d)(II), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three (3) days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration a registration pursuant to this Section 2 involves an Underwritten Offering (on a firm commitment basis), underwritten offering and the sole managing underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriters in good faith advises the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of securities (including Registrable Securities) requested and otherwise proposed to be included in such registration exceeds the amount largest number which can be sold in such offering without materially adversely affecting having an adverse effect on such offering (including the price at which the such securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effectsold), the Company shall will include in such registration, to the extent of the number which the Company is so advised may can be included sold in such offering without such effect, (i) in if the case registration is a primary registration on behalf of a registration initiated by the Company, (A) first, the securities that proposed to be registered by the Company proposes to register for its own accountCompany, and (B) second, the Registrable Securities Shares and the securities held by other Persons requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to accordance with the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number numbers of securities requested to be included by all Holders of Registrable Shares and other Persons requesting to be included; and (ii) if the registration is a secondary registration on behalf of other Persons, the Registrable Shares and securities of the other Persons included in such registration by each pro rata in accordance with the numbers of them, (B) second, the Registrable Securities securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number holders of Registrable Securities requested to be included in such registration by each Shares and the numbers of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company proposed to be registered on behalf of any by the other Person; provided, however, that in the event the Persons. The Company will not, by virtue of not grant any registration rights having priorities that conflict or are otherwise inconsistent with this Section 2.3(b2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may may, in the opinion of such Underwriter, be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Personperson, and (ii) in the case of a registration initiated by a Person person other than the Company, (A) first, the securities requested to be included in such registration by any Persons persons initiating such registration, (B) second, the Registrable Securities requested to be included in such registration by the Holders and securities requested to be included by any other persons (not including Affiliates of the Company), allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for the account of it and its own accountAffiliates, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.02(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Notwithstanding anything to the contrary set forth in Section 4(a), if a proposed Incidental Registration involves is for a registered public offering involving an Underwritten Offering (on a firm commitment basis), underwriting and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration) on that the number or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount type of securities (including Registrable Securities) Securities requested to be included in such registration exceeds the amount which can be sold in such offering without Incidental Registration would materially adversely affecting the price at which the securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (effect such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect)offering, then the Company shall so advise the Requesting Holders and include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, Incidental Registration (i) in the case of a registration initiated first, all securities proposed to be sold by the Company, (A) first, the securities that the Company proposes to register for its own account, (Bii) second, the Registrable Securities requested to be included in such registration by the Requesting Holders pursuant to this Agreement and by any other Persons entitled to "incidental" registration rights and requesting inclusion of securities in such Incidental Registration, pro rata among such Requesting Holders and such other Persons on the basis of the number of securities requested to be included in such Incidental Registration and third, any other stockholders having contractual rights shares of Common Stock requested to participate be included in such registrationIncidental Registration; provided, however, that if any Capital Z Shareholder does not request inclusion of the maximum number of Registrable Securities allocated pro rata in proportion to it pursuant to the foregoing procedure, then the remaining portion of its allocation shall be reallocated among those Capital Z Shareholders whose allocations were not satisfied on the basis of the number of Registrable Securities requested to be included in such registration by each of themIncidental Registration, and (C) third, other securities this procedure shall be repeated until all of the Company to Registrable Securities that may be registered included in the registration on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to Capital Z Shareholders have been so allocated. The Company shall not limit the number of Registrable Securities requested to be included in an Incidental Registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include any shares of stock issued to employees, officers, directors or consultants pursuant to any stock option plan unless such employees, officers, directors or consultants have registration rights. The priority of securities included in a Demand Registration through incidental registration rights exercised in connection therewith shall be governed by each of them, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of Section 3(h). If any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to are withdrawn from the Company given within three days of Incidental Registration or if the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount number of Registrable Securities to be included in such registrationIncidental Registration was previously reduced as a result of marketing factors, then the Company shall then offer to all Persons who have retained the right to include Registrable Securities in the Incidental Registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of Registrable Securities so withdrawn, with such Registrable Securities to be allocated among the Persons requesting additional inclusion pro rata in accordance with the terms of this Section 4(b).

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy which advice the Company shall promptly forward to each Holder Stockholder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of securities Common Shares (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which successful marketing of the securities being offered can be sold and/or their ability to successfully market and sell the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect)offered, the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders Stockholders and any those other stockholders having contractual holders of Common Shares that shall be entitled to piggyback registration rights to participate in such registrationon the same level of priority as the Stockholders, allocated pro rata in proportion to the number of Registrable Securities and Common Shares requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion second to the number of Registrable Securities requested to be included in such registration by each of themStockholders, (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five two days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially adversely affecting interfering with the price at which the securities being offered can be sold and/or their ability to successfully market and sell successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registrationHolders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities Registrable Securities requested to be included in such registration by the Holders and by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, (B) second, the Registrable Securities requested to be included in such registration by the Holders and any other stockholders having contractual rights to participate in such registration, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, (C) third, the securities that the Company proposes to register for its own account, and (DC) fourththird, other securities of the Company to be registered on behalf of any other Person; provided, however, that in the event the Company will not, by virtue of this Section 2.3(b2.2(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such registration.