Common use of Priority on Demand Registrations and Shelf Offerings Clause in Contracts

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such offering exceeds the number of securities that can be sold in such offering without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), the Company shall include in such registration or offering, as applicable, (i) first, the number of Registrable Securities requested by Holders to be included that, in the opinion of such underwriters, can be sold without any such adverse effect, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutback.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the Holders representing two-thirds of at least a majority of the PikCo Registrable Securities included in such registration or offering(which consent shall be at their sole discretion). If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), the Company shall will include in such registration or offeringregistration, as applicablesubject to the first sentence of this clause (e), (i) first, the number of PikCo Registrable Securities requested by Holders to be included thatin such registration which, in the opinion of such underwriters, can be sold without any such adverse effect, pro rata rata, if necessary, among the respective Holders thereof based on the basis of the number of PikCo Registrable Securities such Holders shall have requested to be included thereintherein by each such Holder of PikCo Registrable Securities, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), and (ii) second, any other securities proposed of the Company requested to be included in such registration or offering that are not Registrable Securities (but only to which, in the extent that Holders representing a two-thirds opinion of such underwriters, can be sold without any such adverse effect, pro rata, if necessary, on the basis of the Registrable Securities number of shares of such other securities requested to be included in therein by each such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackHolder.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringMajority Participating Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities): (i) first, the number of Investor Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the Participating Investors on the basis of the number of Investor Registrable Securities owned by each such Participating Investor; (ii) second, the number of Executive Registrable Securities requested to be included by Executives which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof Executives on the basis of the number of Registrable Securities owned by each such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) Executive and (iii) third, the number of Registrable Securities requested to be included by Other Holders which, in the opinion of such underwriters, can be sold, without any securities such adverse effect, pro rata among the Company proposes to sell. If respective Other Holders on the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders basis of the intention to undertake any number of Registrable Securities owned by each such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackOther Holder.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities or securities to be sold for the Company’s own account without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringMajority Participating Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their reasonable and good faith opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities): (i) first, the number of Investor Registrable Securities requested by Holders to be included thatwhich, in the reasonable and good faith opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the Participating Investors on the basis of the number of Investor Registrable Securities owned by each such Participating Investor; (ii) second, the number of Registrable Securities requested to be included by Other Holders which, in the reasonable and good faith opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Other Holders thereof on the basis of the number of Registrable Securities owned by each such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) Other Holder and (iii) third, any securities the Company proposes number of shares of Common Equity proposed to sell. If be included by the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackCompany.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the (i) The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities (other than securities to be included by the Company for its own account, securities issued by the Company to the PIPE Investors in connection with the PIPE Offering or securities issued to other stockholders of the Company pursuant to the terms of any merger agreement entered into by the Company on or about the date of the Merger Agreement) without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringMajority Participating Holders. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities): (i) first, the number of Registrable Securities requested by the Holders to be included thatincluded, which, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities owned by each such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), Holder; (ii) second, any other the securities proposed that the Company proposes to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) sell; and (iii) third, the number of Registrable Securities requested to be included by the PIPE Holders which, in the opinion of such underwriters, can be sold, without any securities such adverse effect, pro rata among the Company proposes to sell. If respective PIPE Holders on the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders basis of the intention to undertake any number of Registrable Securities owned by each such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackPIPE Holder.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringMajority Holders. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities); (i) first, the number of Investor Registrable Securities requested by Holders to be included thatby any Holder which, in the opinion of such underwriters, can be sold sold, without any such adverse effect, to Ivy Parent; and (ii) second, the number of Registrable Securities requested to be included by Other Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective other Holders thereof on the basis of the number of Registrable Securities owned by each such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackHolder.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing two-thirds the holders of a majority of the Founder Investor Registrable Securities included in such registration or offeringSecurities. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities); (i) first, the number of Founder Investor Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective Participating Founder Investors on the basis of the number of Founder Investor Registrable Securities owned by each such Participating Founder Investor; and (ii) second, the number of Registrable Securities requested to be included by any Holder which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Holders thereof on the basis of the number of Registrable Securities owned by each such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackHolder.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the (i) The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities (other than securities to be included by the Company for its own account, securities issued by the Company to the PIPE Investors in connection with the PIPE Offering or securities issued to other stockholders of the Company pursuant to the terms of any merger agreement entered into by the Company on or about the date of the Merger Agreement) without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringMajority Participating Holders. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities): (i) first, the number of Registrable Securities requested by the Holders to be included thatincluded, which, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities owned by each such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), Holder; (ii) second, any other the securities proposed that the Company proposes to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) sell; and (iii) third, the number of Registrable Securities requested to be included by the PIPE Holders which, in the opinion of such underwriters, can be sold, without any securities such adverse effect, pro rata among the Company proposes to sellrespective PIPE Holders on the basis of the number of Registrable Securities owned by each such PIPE Holder. If For the managing underwriters advise to undertake such cutbacksavoidance of doubt, however, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackPending Registration is not an underwritten offering.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration Majority Participating Investors, which consent shall not be unreasonably withheld, conditioned or offeringdelayed. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their reasonable and good faith opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities): (i) first, the number of Investor Registrable Securities requested by Holders to be included thatwhich, in the reasonable and good faith opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the Participating Investors on the basis of the number of Investor Registrable Securities owned by each such Participating Investor; and (ii) second, the number of Registrable Securities requested to be included by other Holders which, in the reasonable and good faith opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective other Holders thereof on the basis of the number of Registrable Securities owned by each such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackHolder.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the Holders representing two-thirds holding at least a majority of the Registrable Securities included in initially requesting such registration or offeringregistration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), the Company shall include in such registration or offering, as applicable, (i) first, offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such holder; provided that, solely with respect to the [first]1 Demand Registration requested by the holders of a majority of the NESCO Registrable Securities, the Company shall first include in such offering the number of Registrable Securities such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in by the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackNESCO Holders.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of the Holders representing two-thirds holding at least a majority of the Registrable Securities included in initially requesting such registration or offeringregistration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), the Company shall include in such registration or offering, as applicable, (i) first, offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective Holders holders thereof on the basis of the amount of Registrable Securities owned by each such holder; provided that, solely with respect to the first two Demand Registrations requested by the holders of a majority of the NESCO Registrable Securities, the Company shall first include in such offering the number of Registrable Securities such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in by the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackNESCO Holders.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities Shares without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringMajority VEP Stockholders. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Shares and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Shares and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (iprior to the inclusion of any securities which are not Registrable Shares) first, the number of Registrable Securities Shares requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective Holders thereof Stockholders on the basis of the number of Registrable Securities Shares owned by each such Holders shall Stockholder. In addition, if any Management Stockholders have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) securities in an underwritten offering and (iii) third, any securities the Company proposes to sell. If the managing underwriters for such offering advise to undertake the Company in writing that in their opinion the inclusion of some or all of such cutbacksManagement Stockholder Shares could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, then the Company shall cause exclude from such offering the number of such Management Stockholder Shares identified by the managing underwriters to notify all participating Holders of the intention to undertake as having any such cutbacks promptly upon a potential cutback being contemplated, and in any event adverse effect prior to the commencement exclusion of any cutbackRegistrable Shares of any other Stockholders as set forth in this Section 1(e).

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringapplicable Demand Holder. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (iprior to the inclusion of any securities which are not Registrable Securities) first, the number of Registrable Securities requested by Holders to be included thatby any Holder, which, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the number of Registrable Securities owned by each such Holder. Notwithstanding anything to the contrary herein, if any Management Holders have requested to include Registrable Securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Registrable Securities by Management Holders could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, then the Company shall have exclude from such offering the number of such Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any Registrable Securities of any other Holders as set forth in this Section 1(e), which, for the avoidance of doubt, may be all such Registrable Securities requested to be included therein, subject to MTN’s priority sale rights set out in such offering by the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackManagement Holders.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering Underwritten Block Trade any securities that which are not Registrable Securities without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringMajority Participating Holders. If a Demand Registration or a Shelf Offering is an underwritten offering Underwritten Public Offering (other than an Underwritten Block Trade) and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and other securities requested to be included in such offering exceeds the number of securities that Registrable Securities and other securities, which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, : (i) first, the number of Investor Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective Investors on the basis of the number of Investor Registrable Securities owned by each such Investor; (ii) second, the number of Registrable Securities requested to be included by the Other Holders thereof which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Other Holders on the basis of the number of Registrable Securities owned by each such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) Other Holder; and (iii) third, any other securities to be included which, in the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders opinion of the intention to undertake underwriters, can be sold without any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackadverse effect.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringSponsor Investors. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities); (i) first, the number of Sponsor Investor Registrable Securities and Preferred Holder Registrable Securities requested by Holders to be included thatby any Participating Holder which, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective Participating Holders thereof on the basis of the number of Registrable Securities owned by each such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), Participating Holder; and (ii) second, any other securities proposed the number of Registrable Securities requested to be included by any other Holders which, in the opinion of such registration or offering that are not underwriters, can be sold, without any such adverse effect, pro rata among such Holders on the basis of the number of Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in owned by each such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackHolder.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringRequesting Holder. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their good faith opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in an orderly manner in such offering within a price range acceptable to the Requesting Holder without significantly adversely affecting the offering (including the marketability, proposed offering price, price or timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, (iprior to the inclusion of any securities which are not Registrable Securities) first, the number of Registrable Securities requested by Holders to be included thatwhich, in the good faith opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities owned by each such Holders shall have requested Holder. Unless otherwise consented to be included therein, subject to MTN’s priority sale rights set out in writing by the Shareholders’ Agreement (Company and the “MTN Shareholder Arrangements”), (ii) secondRequesting Holder, any Persons other securities proposed to be included than Holders who participate in such registration or offering that Demand Registrations which are not Registrable Securities (but only to at the extent that Holders representing a two-thirds Company’s expense must pay their share of the Registrable Securities included Registration Expenses as provided in such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackSection 5 hereto.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that are not Fortress Investor Registrable Securities without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringFortress Investors. If a Demand Registration or a Shelf Offering is an underwritten offering registration or offering, as applicable, and the managing underwriters advise the Company that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering registration or offering, as applicable, exceeds the number of Registrable Securities and other securities (if any) that can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering, then the Company will include in such registration or offering, as applicable (prior to the inclusion of any securities that are not Registrable Securities), (i) first, the Company shall include number of Fortress Investor Registrable Securities requested to be included in such registration or offering, as applicable, (i) first, the number of Registrable Securities requested by Holders to be included any Fortress Investors that, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective Holders thereof such Participating Fortress Investors on the basis of the number of Fortress Investor Registrable Securities owned by each such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), Participating Fortress Investor; and (ii) second, any other securities proposed the number of Other Investor Registrable Securities requested to be included in such registration or offering that are not offering, as applicable, by any Other Investors that, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such participating Other Investors on the basis of the number of Other Investor Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in owned by each such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackOther Investor.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities (other than securities to be included by the Company for its own account and Benchmark Registrable Securities) without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringMajority Participating Holders. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities): (i) first, the securities that the Company proposes to sell; (ii) second, the number of Lateral Investor Registrable Securities requested by Holders to be included thatand the number of Benchmark Registrable Securities requested to be included, which, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective Lateral Investors on the basis of the number of Lateral Investor Registrable Securities owned by each such Lateral Investor; provided, however, that in no event will the Benchmark Parties be entitled to sell less than 50% of the number of Registrable Securities to be sold by the Lateral Investors; and (iii) third, the number of Registrable Securities requested to be included by Other Holders thereof (including any Benchmark Registrable Securities not otherwise included above) which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Other Holders on the basis of the number of Registrable Securities owned by each such Holders shall have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackOther Holder.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing two-thirds of the Registrable Securities included in Sponsor Investor initiating such registration or offeringDemand Registration. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (iprior to the inclusion of any securities which are not Registrable Securities) first, the number of Registrable Securities requested by Holders to be included thatby any Holder which, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective such Holders thereof on the basis of the number of Registrable Securities owned by each such Holder. Notwithstanding anything to the contrary herein, if any Holders of Executive Registrable Securities have requested to include such securities in an underwritten offering and the managing underwriters for such offering advise the Company that in their opinion the inclusion of some or all of such Executive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, then the Company shall have exclude from such offering the number of such Executive Registrable Securities identified by the managing underwriters as having any such adverse effect prior to the exclusion of any Registrable Securities of any other Holders as set forth in this Section 1(e), which, for the avoidance of doubt, may be all such Executive Registrable Securities requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) and (iii) third, any securities the Company proposes to sell. If the managing underwriters advise to undertake such cutbacks, the Company shall cause the managing underwriters to notify all participating Holders of the intention to undertake any such cutbacks promptly upon a potential cutback being contemplated, and in any event prior to the commencement of any cutbackoffering.

Priority on Demand Registrations and Shelf Offerings. Except as provided in this Section 2(d), the The Company shall will not include in any Demand Registration or Shelf Offering any securities that which are not Registrable Securities without the prior written consent of Holders representing two-thirds of the Registrable Securities included in such registration or offeringMajority Holders. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and (if permitted hereunder) other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities that (if any), which can be sold in such offering therein without significantly adversely affecting the offering (including the marketability, proposed offering price, timing or method of distribution of the offering), then the Company shall will include in such registration or offering, as applicable, offering (prior to the inclusion of any securities which are not Registrable Securities): (i) first, the number of Investor Registrable Securities requested by Holders to be included thatwhich, in the opinion of such underwriters, can be sold sold, without any such adverse effect, pro rata among the respective Holders thereof of Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such Holder; and (ii) second, the number of Registrable Securities requested to be included by Other Holders which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Other Holders on the basis of the number of Registrable Securities owned by each such Other Holder. In addition, if any Holders shall of Executive Registrable Securities have requested to be included therein, subject to MTN’s priority sale rights set out in the Shareholders’ Agreement (the “MTN Shareholder Arrangements”), (ii) second, any other securities proposed to be included in such registration or offering that are not Registrable Securities (but only to the extent that Holders representing a two-thirds of the Registrable Securities included in such registration or offering have provided their prior written consent to include such securities) securities in an underwritten offering and (iii) third, any securities the Company proposes to sell. If the managing underwriters for such offering advise to undertake the Company that in their opinion the inclusion of some or all of such cutbacksExecutive Registrable Securities could adversely affect the marketability, proposed offering price, timing and/or method of distribution of the offering, then the Company shall cause exclude from such offering the number of such Executive Registrable Securities identified by the managing underwriters to notify all participating Holders of the intention to undertake as having any such cutbacks promptly upon a potential cutback being contemplated, and in any event adverse effect prior to the commencement exclusion of any cutbackRegistrable Securities of any other Holders as set forth in this Section 1(e).