Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. The Company may not include in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If the managing underwriter advises the Company in writing that in its opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offering, the Company may include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registration.

Priority on Demand Registrations. The Company may Registering Entity will not include in any underwritten registration pursuant to Sections Section 2(a) or (c2(c) any securities that are not Registrable Securities without the prior written consent of the Required HoldersHolders making the Registration Request. If In the case of any proposed registration that is initiated by a Holder pursuant to Section 2, if the managing underwriter in good faith advises the Company in writing Registering Entity that in its opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability or price per share of the securities to be sold in such offering, the Company may Registering Entity will include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability or price per share of the securities to be sold in such offering, which securities must will be so included in the following order of priority: (i) first, the Registrable SecuritiesSecurities requested to be included in such registration, pro rata among the respective Holders thereof of such Registrable Securities on the basis of the aggregate number of Registrable Securities owned so requested to be included therein by each such Holder, and (ii) second, any the securities the Registering Entity proposes to issue and sell for its own account, and (iii) third, other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect the marketability pursuant to other registration rights agreements or offering price of the securities being sold in such registrationotherwise.

Priority on Demand Registrations. The Company may not include in any If a Demand Registration that is an Underwritten Offering or an underwritten primary registration pursuant to Sections 2(aSection 2(j) or (c) any in each case includes securities that are not Registrable Securities without for sale by the prior written consent of Company, and the Required Holders. If the managing underwriter Managing Underwriter advises the Company Company, in writing that writing, that, in its opinion good faith judgment, the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) registration exceeds the number of securities that which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company may will include in any such registration the maximum number of shares that the Managing Underwriter advises the Company can be sold in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priorityallocated as follows: (i) first, the Registrable Securities, pro rata among Securities requested to be included in such registration by the respective initiating Holders thereof on the basis and securities of the aggregate number other Holders of Registrable Securities owned by each and holders of Registrable Securities (as defined in the Investor Rights Agreement and in the Rhino Registration Rights Agreement), with all such Holder, securities to be included on a pro rata basis (or in such other basis mutually agreed among such Holders and such other holders) based on the amount of securities requested to be included therein and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that any other securities may be included without exceeding the managing limitations recommended by the underwriter (oras aforesaid, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith securities that the participation of Company proposes to sell together with such employee additional securities to be included on a pro rata basis (or in such registration would adversely affect other proportion mutually agreed upon among the marketability or offering price Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the securities being sold in Registrable Securities requested to be included by such registrationHolders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(c).

Priority on Demand Registrations. The Company may not include Shares other than Registrable Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below if such Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without offering, and only with the prior written consent of the Required Holdersmanaging underwriters of such offering. If the managing underwriter advises underwriters of the requested Demand Registration advise the Company and the Investors participating in writing such Demand Registration that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested Shares proposed to be included in such offering) the Demand Registration exceeds the number of securities that Shares which can be sold in such underwritten offering without adversely delaying or otherwise affecting the marketability success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), the Company may shall include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: Demand Registration (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such HolderShares that the Investors propose to sell, and (ii) second, unless any other securities of additional Shares exceed the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent amount that the managing underwriter underwriter(s) determine can be sold without delaying or otherwise adversely affecting the success of the offering, the number of Shares proposed to be included therein by any other Persons (or, in including Shares to be sold for the case account of an offering that is not underwritten, a nationally recognized investment banking firmthe Company) determines in good faith that the participation of allocated among such employee other Persons in such registration would adversely affect manner as the marketability or offering price Company may determine. If more than one Investor is participating in such Demand Registration, and the number of Shares which can be sold, as so determined by the managing underwriters, is less than the number of Shares proposed to be registered pursuant to clause (i) above by the Investor(s), then the Registrable Shares that are included in such Demand Registration shall be allocated pro rata among the participating Investors on the basis of the securities being sold in number of Registrable Shares owned by each such registrationInvestor.

Priority on Demand Registrations. The Company may not include in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not shares of Common Stock other than Investor’s Registrable Securities without in a Demand Registration for any accounts (including for the prior written account of the Company) on the terms provided below; and if such Demand Registration is an underwritten offering, such shares of Common Stock may be included only with the consent of the Required HoldersInvestor. If the managing underwriter advises underwriters of the requested Demand Registration advise the Company in writing and Investor that in its 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 can be sold in such offering without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), then the Company may will include in such offering only such number of securities that in the reasonable opinion of such managing underwriters can be sold without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), which securities must will be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and that Investor proposes to sell; (ii) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine; and (iii) third, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration subject to the extent that the managing underwriter (or, in the case terms of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationthis Agreement.

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of at least a majority of the Registrable Securities initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company may shall include in such offering only such registration the number of securities that which can be sold which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, the Registrable SecuritiesSecurities requested to be included, pro rata among the respective Holders holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holderholder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding included by holders having registration rights with respect to the foregoingCompany's securities (including those holders who are granted rights that are subordinate to the rights set forth herein, no employee as described in Section 1(f) below), pro rata among the respective holders thereof on the basis of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any number of other securities owned by each such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationholder.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) Long-Form Registration or (c) Short-Form Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of at least a majority of the Registrable Securities included in such registration. If a Long-Form Registration or a Short-Form Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company may will include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: registration (i) first, the number of Registrable SecuritiesSecurities requested to be included in such registration pro rata, pro rata if necessary, among the respective Holders thereof holders of Registrable Securities based on the basis number of the aggregate number shares of Registrable Securities owned by each such Holderholder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect pro rata, if necessary, on the marketability or offering price basis of the number of shares of such other securities being sold owned by each such holder, and (iii) third, if Company Registrable Securities are to be included in such registration, the number of Company Registrable Securities to be included in such registration is that number of Company Registrable Securities which is, after giving effect to the foregoing clauses (i) and (ii), required to attain the $30 million threshold offering amount set forth in Section 5(c).

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities of the Participating Stockholders without the prior written consent of the Required HoldersRequisite Registration Participants. If the Requesting Investors and other holders of Registrable Securities request Registrable Securities to be included in a Demand Registration which is an underwritten offering and the managing underwriter advises the Company in writing that in its opinion the number of Registrable Securities requested to be included exceeds the number of Registrable Securities which can be sold in such offering within a price range acceptable to the Requisite Requesting Investors, the Company will include any securities to be sold in such Demand Registration in the following order: (andi) (x) first, if permitted hereunder, other securities the Registrable Securities requested to be included in such offering) exceeds registration by the number of securities Requesting Investors or by other Participating Stockholders in accordance with Section 1.1(a), provided that can be sold in such offering without adversely affecting the marketability of the offering, the Company may include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that if the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that a lower number of Registrable Securities should be included, then only that lower number of Registrable Securities requested to be included by the participation of Requesting Investors and such employee other Participating Stockholders shall be included in such registration, and the Requesting Investors and such other Participating Stockholders shall participate in such registration would adversely affect on a pro rata basis in accordance with the marketability or offering price number of Registrable Securities requested to be included in such registration by each of them; (y) second, the securities being which the Company proposes to sell; and (z) third, any securities other than Registrable Securities to be sold by persons other than the Company included in such registrationregistration in compliance with Section 1.7.

Priority on Demand Registrations. The Company may not include in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If the Company proposes to sell any Equity Securities in a Demand Registration and the managing underwriter advises underwriters advise the Company Board of Directors in writing that in its their opinion the total number of Registrable shares of Equity Securities (and, if permitted hereunder, other securities including the Registrable Shares) requested to be included in the registration would create a substantial risk of materially and adversely affecting the ability of the underwriters to effect such offering) exceeds , then the Company shall promptly provide the Selling Stockholder with a copy of such opinion and consult with the Selling Stockholder with respect to such opinion, and after such consultation shall include in such registration only such number of securities that shares of Equity Securities (including the Registrable Shares), if any, which the managing underwriters determine can be sold in such offering without materially and adversely affecting the marketability ability of the underwriters to execute such offering, the . The Company may shall include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: Demand Registration (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis 100% of the aggregate number Equity Securities that the Company proposes to sell in such Demand Registration as part of Registrable Securities owned by each such Holder, and a Permitted Company Offering; (ii) second, any other securities 100% of the Company that have been Registrable Shares requested to be so included. Notwithstanding registered by the foregoingSelling Stockholder, no employee or such lesser amount determined by the managing underwriters pursuant to the preceding sentence; and (iii) third, only if all of the Company or Equity Securities referred to in clauses (i) and (ii) have been included, any subsidiary thereof will other Equity Securities requested to be entitled to participate, directly or indirectly, in any such registration to the extent included therein that the managing underwriter (or, in underwriters have determined can be included pursuant to the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationpreceding sentence.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that that, in its opinion 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 adversely affecting the marketability of the offering, the Company may will include in such offering only such registration (i) first, the number of securities Registrable Securities requested to be included in such registration (whether pursuant to this Section 1 or pursuant to Section 2; provided, however, that if any Xxxxxxxx Registrable Securities are requested to be included in such registration pursuant to Section 2 at a time when no Demand Registration in respect of such Xxxxxxxx Registrable Securities could be initiated as a result of Section 1(a)(i) or (ii), then such Xxxxxxxx Registrable Securities shall be deemed for purposes of such registration to be subject to clause (ii) of this Section 1(e) rather than included within this clause (i)) which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securitiesadverse effect, pro rata among the respective Holders holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, holder and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding included in such Demand Registration, pro rata among the foregoing, no employee holders of such securities on the basis of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation number of such employee in securities owned by each such registration would adversely affect the marketability or offering price of the securities being sold in such registrationholder.

Priority on Demand Registrations. The Subject to the Company’s obligations under the Prior Registration Rights Agreement, the Company may will not include in any underwritten registration pursuant to Sections 2(a) or (cSection 1(a) any securities that are not Registrable Securities without the prior written consent of the Required HoldersShareholder. If the managing underwriter advises the Company in writing that in its opinion the number of Registrable Securities and Prior Holder Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offering, including the price at which the securities can be sold, the Company may will include in such offering only such the maximum number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, including the price at which the securities can be sold, which securities must will be so included in the following order of priority: (i) first, Registrable Securities and Prior Holder Securities, pro rata among the respective Holders holders thereof participating in such registration on the basis of the aggregate number of Registrable Securities or Prior Holder Securities, as applicable, owned by each such Holder, and holder on the date of such request or in such other manner as they may agree; (ii) second, securities the Company proposes to sell and (iii) third, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, except as provided in the Prior Registration Rights Agreement, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registration.

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that are not Warburg Registrable Securities (other than Ordinary Shares held by holders of Convertible Notes for so long as the holders of the Convertible Notes have piggyback rights pursuant to the terms thereof) without the prior written consent of the Required HoldersWarburg Majority Holders included in such Demand Registration. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range specified in the Demand Request pursuant to Section 2(a) and without adversely affecting the marketability of the offering, then the Company may shall include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: Demand Registration (iA) first, the number of Warburg Registrable SecuritiesSecurities requested to be included in such registration pro rata, pro rata if necessary, among the respective Holders thereof holders of Warburg Registrable Securities based on the basis of the aggregate number of Warburg Registrable Securities owned by each such Holder, Shareholder and (iiB) second, any other securities of the Company that have been requested to be so included. Notwithstanding included in such registration pro rata, if necessary, on the foregoingbasis of the number of such other securities requested to be included therein by each such Shareholder; provided, no employee that Registrable Securities held by employees of the Company or any subsidiary thereof will shall be entitled to participateincluded in such Demand Registration only if, directly or indirectly, in any such registration and only to the extent that that, the managing underwriter (or, underwriters advise the Company in writing that in their opinion such Registrable Securities can be sold therein without adversely affecting the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation marketability of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationoffering.

Priority on Demand Registrations. The Company may not include If, in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If Demand Registration involving an Underwritten Offering the managing underwriter advises or underwriters thereof advise the Demanding Holders or the Company in writing that in its or their reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested proposed to be included sold in such offering) Demand Registration exceeds the number of securities that can be sold in such offering or will adversely affect the success of such offering (including, without adversely affecting limitation, an impact on the marketability selling price or the number of the offeringRegistrable Securities that any participant may sell), the Company may shall include in such offering registration only such the number of securities that Registrable Securities, if any, which in the opinion of such underwriter or underwriters can be sold without adversely affecting having an adverse effect on the marketability success of the offering, which securities must be so included offering and in accordance with the following order of priority: (i) first, Registrable SecuritiesSecurities held by Demanding Holders, allocated pro rata among such group (based upon the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each requested to be included in such Holder, Demand Registration) and (ii) second, pro rata (based upon the number of Registrable Securities requested to be included in such registration by such Holders) among the other Holders of Registrable Securities who have requested to include Registrable Securities in such registration. If all Registrable Securities requested to be sold in the Underwritten Offering are included therein, the Company may include other shares of Stock in such offering in accordance with the following priority, but not to exceed the number recommended by the managing underwriter or underwriters: (x) first, pro rata among any other securities stockholders of the Company that have been requested having piggyback or other similar registration rights and (y) second, shares of Stock proposed to be so included. Notwithstanding sold by or for the foregoing, no employee account of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationCompany.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that are not Registrable Securities without the prior written consent of the Required HoldersHolders of at least a majority of the Registrable Securities included in such registration. If the Company determines or, in the event a Demand Registration is an underwritten offering, the managing underwriter advises underwriter(s) advise the Company in writing writing, that in its opinion the number of Registrable Securities (and, if permitted hereunderpursuant to the immediately preceding sentence, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company may will include in such offering only such registration prior to the inclusion of any securities which are not Registrable Securities the number of securities Registrable Securities requested to be included (whether upon exercise of a Demand Registration right or upon exercise of the right to participate in such a Demand Registration) that in the opinion of the Company or such underwriters underwriter(s), as the case may be, can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned held by each such Holder; provided, and (ii) secondhowever, any other securities that if, as a result of such pro-ration, the Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the Company class that have been such Requesting Holder had requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any then such registration to the extent that the managing underwriter (or, in the case of an offering that is shall not underwritten, count as a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationDemand Registration under Section 2(b).

Priority on Demand Registrations. The Company may not include in any If a Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any offering and includes securities that are not Registrable Securities without for sale by the prior written consent of the Required Holders. If Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company Company, in writing that writing, that, in its opinion good faith judgment, the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) registration exceeds the number of securities that which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company may will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priorityallocated as follows: (i) first, the Registrable Securities, pro rata among Securities requested to be included in such registration by the respective initiating Holders thereof on the basis and securities of the aggregate number other Holders of Registrable Securities owned by each and holders of Registrable Securities (as defined in the Gulfport Investor Rights Agreement), with all such Holder, securities to be included on a pro rata basis (or in such other proportion mutually agreed among such Holders) based on the amount of securities requested to be included therein and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that any other securities may be included without exceeding the managing limitations recommended by the underwriter (oras aforesaid, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith securities that the participation of Company proposes to sell together with such employee additional securities to be included on a pro rata basis (or in such registration would adversely affect other proportion mutually agreed upon among the marketability or offering price Company and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the securities being sold in Registrable Securities requested to be included by such registrationHolders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b).

Priority on Demand Registrations. The Company Holder making the Demand Registration may not include in any underwritten registration elect whether the offering of such Registrable Securities pursuant to Sections 2(a) such Demand Registration shall be in the form of a firm commitment underwritten offering or (c) that such offering be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act as provided in Section 3 hereof. In any securities that are not Registrable Securities without case in which an offering is in the prior written consent form of the Required Holders. If a firm commitment underwritten offering, if the managing underwriter advises or underwriters of such offering advise the Company in writing that in its or their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested proposed to be included sold in such offering) offering exceeds the number of securities Registrable Securities that can be sold in such offering without adversely affecting the marketability of market for the offeringCompany's Common Shares, the Company may will include in such offering only such registration the number of securities Registrable Securities that in the opinion of such managing underwriters can be sold without adversely affecting the marketability market for the Company's Common Shares. In such event, the number of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among if any, to be offered for the respective accounts of Holders thereof (including the Holder making the Demand Registration) shall be reduced PRO RATA on the basis of the aggregate relative number of any Registrable Securities owned requested by each such Holder, and (ii) second, any other securities of the Company that have been requested Holder to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, included in any such registration to the extent that necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by such managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationunderwriters.

Priority on Demand Registrations. The Company may shall not include -------------------------------- in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringRegistrable Securities initially requesting registration, the Company may shall include in such offering only such registration prior to the inclusion of any securities which are not Registrable Securities the number of securities that Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting in an orderly manner within the marketability price range of the such offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders holders thereof on the basis of the aggregate number amount of Registrable Securities owned by each such Holder, and (ii) second, any holder. Any Persons other securities than holders of Registrable Securities who participate in Demand Registrations which are not at the Company's expense must pay their share of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, Registration Expenses as provided in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationparagraph 5 hereof.

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that are not Registrable Securities without the prior written consent of the Required Majority Holders. If a Demand Registration is an underwritten offering and the managing underwriter advises or underwriters advise the Company in writing that that, in its opinion or their opinion, the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities Registrable Securities and other securities, if any, that can be sold without having an adverse effect on the price, timing or distribution of such offering, then the relative rights to participate in such offering without adversely affecting the marketability of the offeringholders of Registrable Securities, the Company may holders of other securities having the right to include such securities in such offering only such number of securities that in registration and the opinion of such underwriters can Company shall be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, FIRST: The holders of Series C Preferred Stock shall be entitled to participate in the registration with respect to Series C Registrable Securities, Securities on a pro rata among the respective Holders thereof basis based on the basis amount of the aggregate number of Series C Registrable Securities owned held by each such Holder, and (ii) second, any other securities holder; SECOND: The holders of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will Series B Preferred Stock shall be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, participate in the case registration with respect to Series B Registrable Securities on a pro rata basis based on the amount of an offering that is not underwritten, Series B Registrable Securities held by each such holder; THIRD: The holders of Series A Preferred Stock shall be entitled to participate in the registration with respect to Series A Registrable Securities on a nationally recognized investment banking firm) determines in good faith that pro rata basis based on the participation amount of Series A Registrable Securities held by each such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registration.holder;

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) Demand Registration or (c) Shelf Offering, any securities that are not Registrable Securities without the prior written consent of the Required HoldersMDP and Blueapple. If a Demand Registration or Shelf Offering is an underwritten offering and the managing underwriter underwriter(s) or broker-dealer(s) advises MDP or the Company in writing Company, as applicable, that in its opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the maximum number of securities Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the price, timing or distribution of the offering (such maximum number, the “Maximum Offering Amount”), then the Company shall include in such registration: (a) first, the Registrable Securities that can be sold in such offering without adversely affecting exceeding the marketability of the offering, the Company may include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable SecuritiesMaximum Offering Amount, pro rata among the respective Holders thereof based on the basis of the aggregate number of Registrable Securities owned held by each such HolderStockholder, the Call Option Holder or by Blueapple, and (iib) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the Maximum Offering Amount has not been reached, any other securities requested to be included in such Demand Registration or Shelf Offering that can be sold without exceeding the Maximum Offering Amount; provided that if such managing underwriter (orunderwriter(s) or broker-dealer(s) provide written notice advising in good faith, based upon the then prevailing market precedent and public investor expectations, that participation in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration by any Management Stockholder would materially and adversely affect the marketability of such offering, then Registrable Securities held by one or offering price of the securities being sold more Management Stockholders may be excluded (in whole or in part) from such registrationoffering, even if such exclusion would not treat such Management Stockholder on a pro rata basis.

Priority on Demand Registrations. The Company may not include in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If the managing underwriter advises or underwriters of a Demand Registration (or, in the case of a Demand Registration not being underwritten, if (A) WP (after consultation with the GW Shareholders) if such Demand Registration is being made at the request of WP pursuant to Section 3(b), (B) the GW Shareholders (after consultation with WP) if such Demand Registration is being made at the request of the GW Shareholders pursuant to Section 3(b), (C) if the foregoing clauses (A) and (B) do not apply, WP so long as WP either (i) holds at least 75% of the IPO Shares held by it at the time of the IPO Closing or (ii) holds more of the Securities (in each case assuming exercise of all exchange, conversion and subscription rights with respect to all securities of the Company) than any other holder or (D) if the foregoing clauses (A), (B) and (C) do not apply, a Majority Amount of each type of holders registering Registrable Securities therein) advise the Company in writing that in its or their opinion the number or type of Registrable Securities (and, if permitted hereunder, other securities requested proposed to be included sold in such offering) Demand Registration exceeds the number which can be sold in such offering (a) at a price reasonably related to the then current market value of such securities, or (b) without otherwise materially and adversely affecting the entire offering, then the Company will include in such registration only the number or type of securities that which, in the opinion of such underwriter or underwriters (or holders, as the case may be) can be sold in such offering without adversely affecting the marketability of the offeringadverse effect referred to above, the Company may include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (ix) first, Registrable Securities, pro rata among Securities requested to be included in such offering by the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holderparty or parties exercising a right to a Demand Registration, and (iiy) second, any other securities of the Company that have been requested proposed to be so included. Notwithstanding included in such offering, in accordance with the foregoing, no employee of priorities then existing among the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to and the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation holders of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationother securities.

Priority on Demand Registrations. The Company may Station Corp. shall not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities of a Holder without the prior written consent of the Required HoldersExercising Holder(s). If a Demand Registration is an underwritten offering and the managing underwriter advises the Company underwriters advise Station Corp. in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringExercising Holder(s), the Company may Station Corp. shall include in such offering only such Demand Registration (i) first, the Registrable Securities of the Holders on a pro rata basis based on the number of Registrable Securities requested to be included by such Holders in such Demand Registration; (ii) second, shares of Class A Common Stock or other shares of capital stock proposed to be sold by Station Corp.; and (iii) third, if permitted hereunder, any other securities that requested to be included in such Demand Registration which securities, in the opinion of such underwriters underwriters, can be sold without adversely affecting in an orderly manner within the marketability price range of such offering; provided, that, in the event the Holders are not permitted as a result of such underwriter’s advice to include at least 90% of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect by such Holders, then such request and related registration shall not count towards the marketability or offering price number of Demand Registrations which the securities being sold in such registrationMajor Holders are entitled to request pursuant to Section 10.1(b).

Priority on Demand Registrations. The Company may not include in any If a Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any offering and includes securities that are not Registrable Securities without for sale by the prior written consent of the Required Holders. If Company, and the managing underwriter (such underwriter to be chosen by the Holders of a majority of the Registrable Securities included in such registration, subject to the Company's reasonable approval) advises the Company Company, in writing that writing, that, in its opinion good faith judgment, the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) registration exceeds the number of securities that which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company may will include in any such registration the maximum number of shares which the managing underwriter advises the Company can be sold in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priorityallocated as follows: (i) first, the Registrable Securities, pro rata among Securities requested to be included in such registration by the respective initiating Holders thereof on the basis and securities of the aggregate number other Holders of Registrable Securities owned by each and other holders of registration rights under the Holding Stockholder Registration Rights Agreement, with such Holder, securities to be included on a pro rata basis (or in such other proportion mutually agreed among such holders) based on the amount of securities requested to be included therein and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that any other securities may be included without exceeding the managing limitations recommended by the underwriter (oras aforesaid, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith securities that the participation of such employee in such registration would adversely affect Company proposes to sell. If the marketability or offering price initiating Holders are not allowed to register all of the securities being sold in Registrable Securities requested to be included by such registrationHolders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b).

Priority on Demand Registrations. The Company may not include If in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If Demand Registration the managing underwriter advises or underwriters thereof advise the Company in writing that in its or their reasonable opinion (or in the number case of Registrable Securities a Demand Registration not being underwritten, the Demanding Holders shall reasonably determine (and, if permitted hereunder, other securities requested to be included in and notify the selling Holders of such offeringdetermination)) exceeds that the number of securities proposed to be sold in such Demand Registration is inconsistent with that which can be sold in such offering without adversely affecting having a material adverse effect on the marketability success of the offering (including, without limitation, an adverse impact on the selling price or the number of Registrable Securities that any participating Holder may sell), the Company will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters (or the Demanding Holders, as the case may be) can be sold without having a material adverse effect on the success of the offering, the Company may include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned requested to be included in such Demand Registration by each such Holderthe Demanding Holders, and (ii) second, any Registrable Securities held by any other securities of Persons (other than the Company that have been Company) requested to be so includedincluded in such Demand Registration, in each case pro rata on the basis of the number of Registrable Securities requested to be included by such Holders and (iii) third, any securities held by any other Persons requested to be included in such Demand Registration, on a pro rata basis. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will other Holder shall be entitled to participate, directly or indirectly, participate in any such non-underwritten offering under a shelf registration statement as to which CSC is the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationDemanding Holder.

Priority on Demand Registrations. The Company may not include If, in any underwritten registration conjunction with a Registration Statement filed pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If a Demand Request conducted as an Underwritten Offering, the managing underwriter advises underwriters advise the Company that, in writing that in its opinion their opinion, the number of Registrable Registerable Securities (and, if permitted hereunder, other securities requested proposed to be included in an Underwritten Offering in connection with such offering) Registration Statement exceeds the number of securities Registerable Securities that can be sold in such offering without adversely affecting materially delaying or jeopardizing the marketability success of such offering (including the price per share of the Class A Common Stock proposed to be sold in such offering), the Company may shall include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securitiesall Registerable Securities requested to be included by each of Advent, Fifth Third and FTPS Partners or any Significant Transferee on a pro rata among the respective Holders thereof basis based on the basis of the aggregate number of Registrable Registerable Securities owned Beneficially Owned by each such Holder, and respectively, (ii) second, any other securities of the Company that have been all Registerable Securities requested to be so included. Notwithstanding included by JPDN, (iii) third, all Registerable Securities requested to be included by all Holders other than Advent, Fifth Third, FTPS Partners and JPDN or any Significant Transferees on a pro rata basis based on the foregoingnumber of Registerable Securities Beneficially Owned by each such Holder and (iv) fourth, no employee up to the number of Registerable Securities to be issued and sold by the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationoffering, if any.

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent receipt of the Required HoldersMajority Sponsor Approval. If a Demand Registration is an underwritten offering and the managing underwriter underwriter(s) advises the Company in writing that in its opinion the number of Registrable Securities (and, if permitted hereunder, other securities securities, requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, then the Company may shall include in such offering only such registration, (a) prior to the inclusion of any securities that are not Registrable Securities, the number of securities that Registrable Securities requested to be included in such offering that, in the opinion of such underwriters managing underwriter, can be sold without adversely affecting the marketability of the offering, which pro rata (based on the number of shares requested to be registered) among the respective holders thereof, provided that if the number of securities must be so that are Registrable Securities that are included in such offering are less than 75% of the following order number of priority: securities that are Registrable Securities requested to be included in such offering, such offering shall not count for purposes of calculating the number of Long-Form Registrations initiated by a Majority Sponsor, and (ib) first, only then securities that are not Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that if the managing underwriter (or, in the case of an offering underwriter(s) has advised that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationmay be included.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required HoldersDemand Holder; provided, however, that no such consent shall be required in connection with the inclusion in any Demand Registration of the Senior Discount Notes, Warrant Shares and Preferred Stock Warrant Shares as and to the extent provided below. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability price, timing or distribution of the offering, the Company may will include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offeringregistration, which securities must be so included in the following order of priority: (i) first, the Registrable SecuritiesSecurities requested to be included in such registration, pro rata among the respective Holders thereof holders of such Registrable Securities, on the basis of the aggregate number of shares of Registrable Securities owned by each such Holder, holder and requested to be included therein and (ii) second, any other securities of the Company that have been securities, if any, requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect the marketability or offering price (in such relative order of priority among such securities as may be specified with respect thereto). Any Persons other than holders of Registrable Securities who participate in Demand Registrations must pay their proportionate share of the securities being sold Registration Expenses as provided in such registrationSection 6.5 hereof that are not borne by the Company.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities Securities, other than securities of the Company to be offered by the Company (the “Company Offered Securities”), without the prior written consent of the Required HoldersHolders of a majority of the Registrable Securities. If a Demand Registration is an underwritten offering and the managing underwriter underwriter(s) advises the Company in writing that in its opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, then the Company may will include in such offering only registration (i) first, pro rata among the Holders on the basis of the percentage of Registrable Securities (on an as-converted basis, if applicable) requested to be included in such registration statement by such Holders; (ii) second, pro rata among any holders of piggyback registration rights (other than the Holders) on the basis of the percentage of the number of securities that shares of Common Stock requested to be included in such Registration Statement by such holders; and (iii) third, shares of Common Stock to be sold for the Company’s account for which inclusion in such registration statement was requested by the Company. For the avoidance of doubt, if the total number or dollar amount of Registrable Securities requested to be included in the opinion of such registration statement pursuant to this Section 1.5 exceeds the maximum number or amount that the managing underwriter or underwriters believe can be sold without adversely affecting the marketability success of the such offering, which securities must be so included in the following order of priority: (i) firstno securities, other than Registrable Securities, pro rata will be included among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned securities covered by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registration.. 1.6

Priority on Demand Registrations. The Company may not include If the holder or holders of a majority in any underwritten registration number of the Registrable Securities to be registered in a Demand Registration under this Section 3 so elect, the offering of such Registered Securities pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without such Demand Registration shall be in the prior written consent form of the Required Holdersan underwritten offering. If In such event, if the managing underwriter advises or underwriters of such offering advise the Company and the holders in writing that in its or their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that can be sold in such offering without adversely affecting an adverse affect on such offering, then the marketability Company will include in such registration the maximum amount of Registrable Securities which in the opinion of such managing underwriter or underwriters can be sold without any such adverse effect. Subject to the advice of the managing underwriter or underwriters concerning the size, composition and pricing of the offering, the Company may will include Registrable Securities or other Common Stock in such offering only such number of securities that registration in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in accordance with the following order of prioritypriorities: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number all holders of Registrable Securities owned by who have requested to be included in such registration pursuant to Section 3(a) (i.e., a demand registration right) hereof, in proportion to the number of shares each such Holder, holder requested to be included in the offering; and (ii) second, any pro rata among all holders of Registrable Securities who have requested to be included in such registration pursuant to Section 4 hereof, in proportion to the number of shares each such holder requested to be included in the offering; and (iii) third, the Common Stock of other securities holders of Common Stock of the Company that who have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect pursuant to piggy-back registration provisions of other registration rights agreements, and any additional shares of Common Stock proposed to be issued or sold for the marketability or offering price account of the securities being sold Company, all in accordance with the applicable agreements between the Company and such registrationother holders.

Priority on Demand Registrations. The Company may will not include in any underwritten registration Demand Registration pursuant to Sections 2(a) this Section 4.1 (or (cany Shelf Takedown, whether an Underwritten Shelf Takedown or otherwise) any securities shares of Common Stock (or other securities) that are not Registrable Securities Securities, without the prior written consent of the Required HoldersShareholder(s) requesting such Demand Registration. If the managing lead underwriter in a Demand Registration that is an underwritten offering advises the Company in writing that in its reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities shares of Common Stock requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), the Company may will include in such offering only such number of securities that that, in the reasonable opinion of such underwriters underwriter, can be sold without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), which securities must will be so included in the following order of priority: (i) first, Registrable SecuritiesSecurities of the Shareholders, (ii) second, if there is any additional availability after full satisfaction of clause (i) above, any shares of Common Stock to be sold by the Company, and (iii) third, if there is any additional availability after full satisfaction of clauses (i) and (ii) above, any shares of Common Stock requested to be included pursuant to the exercise of other contractual piggyback registration rights granted by the Company pro rata among the respective Holders thereof such persons (if applicable) on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any included by such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationpersons.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Registrable Securities. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company may will include in such offering only such number registration, prior to the inclusion of any securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offeringwhich are not Registrable Securities, which securities must be so included in the following order of priority: (i) first, Registrable Securitiesthe Conversion Securities requested to be included therein by the Series A Holders and the Series B Holders, pro rata among the respective Holders thereof such holders on the basis of the aggregate number of Registrable Securities owned by shares that each holder has requested to be included in such Holderregistration, and (ii) second, any other securities the number of the Company that have been Registrable Securities requested to be so included. Notwithstanding included by the foregoingother Investors, no employee pro rata among the respective holders thereof on the basis of the Company or any subsidiary thereof will number of shares of Registrable Securities that each such holder has requested to be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold included in such registration.

Priority on Demand Registrations. The Company may shall not include -------------------------------- in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Xxxx Registrable Securities. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering without adversely affecting the marketability of the offering, the Company may will include in such offering only such registration prior to the inclusion of any securities which are not Registrable Securities the number of securities that Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders holders thereof on the basis of the aggregate number of shares of Registrable Securities owned by each such Holder, and (ii) second, any holder. Any Persons other securities than holders of Registrable Securities who participate in Demand Registrations which are not at the Company's expense must pay their share of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, Registration Expenses as provided in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationSection 5 hereof.

Priority on Demand Registrations. The Company may not include in Notwithstanding any underwritten registration other term of this Section 2, if (i) a Registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If this Section 2 involves an Underwritten Offering and the managing underwriter or underwriters of such proposed Underwritten Offering advises the Company in writing that in its opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) Demand Registration exceeds the number of securities that which can be sold in the offering covered by such offering Demand Registration without adversely affecting a significant adverse effect on the marketability price, timing or distribution of the offeringsecurities offered, or (ii) the number of Registrable Shares requested to be included in such Demand Registration exceeds the Maximum Number, then the Company may will include in such offering only such Registration (A) first, the number of securities Registrable Shares that is the lesser of (x) the Maximum Number and (y) the number which, in the opinion of such underwriters managing underwriter or underwriters, can be sold in the offering without a significant adverse effect on the price, timing or distribution of the securities offered, selected pro rata among the Holders which have requested to be included in such Demand Registration based upon [their relative proportionate total holdings of Common Stock on the date of this Agreement], (B) second, the lesser of (x) the number of shares of Common Stock which Company has requested be included in such Registration, which, in the opinion of the managing underwriter or underwriters, can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: such adverse effect referred to above and (iy) first, Registrable Securities, pro rata among the respective Holders thereof if a cutback has been effected on the basis of the aggregate number of Registrable Securities owned by each such HolderMaximum Number under Clause (A), zero (0), and (iiC) secondthird, any the lesser of (x) the number of shares of Common Stock which other securities of the Company that holders have been requested to be so included. Notwithstanding the foregoingincluded in such Registration, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectlywhich, in any such registration to the extent that opinion of the managing underwriter or underwriters, can be sold without such adverse effect referred to above, such amount to be allocated pro rata among such other holders based upon their relative proportionate holdings of Common Stock and (or, in y) if a cutback has been effected on the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price basis of the securities being sold in such registrationMaximum Number, zero (0).

Priority on Demand Registrations. The Company may not include in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If the managing underwriter advises or underwriters of a Secondary Demand Registration advise the Company in writing that in its or their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested proposed to be included sold in such offering) Secondary Demand Registration exceeds the number which can be sold, or adversely affects the price at which the Registrable Securities are to be sold, in such offering (the "Underwriter Cutback"), the Company will include in such registration only the number of securities that Registrable Securities which, in the opinion of such underwriter or underwriters, can be sold in such offering without adversely affecting such material adverse effect. To the marketability extent such Secondary Demand Registration includes Registrable Securities of the offeringmore than one Holder, the Company may include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be Registrable Securities so included in the following order of priority: such Secondary Demand Registration shall be apportioned (i) first, Registrable Securities, pro rata among the respective Demand Holders thereof on and any Incidental Demand Holders based upon the basis of the aggregate number of Registrable Securities shares of Common Stock owned by each such Holder, Holder at the date of determination and (ii) second, any pro rata among other securities shares of the Company Common Stock included in such Secondary Demand Registration; provided, however that have been requested after an Initial Public Offering if MCLLC is a Demand Holder with respect to be so included. Notwithstanding the foregoingsuch Secondary Demand Registration, no employee of the Company or any subsidiary thereof then MCLLC will be entitled able to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee include in such registration would adversely affect in priority (such priority, the marketability or offering price of "MCLLC Priority") to all Shareholders as many Registrable Securities as possible subject to the securities being sold in such registrationUnderwriter Cutback.

Priority on Demand Registrations. (i) The Company may will not include in any underwritten registration pursuant to Sections 2(a) Long-Form Registration or (c) Short-Form Registration any securities that which are not Registrable Securities (other than Company Registrable Securities) without the prior written consent of the Required Holdersholders of at least a majority of the Registrable Securities included in such registration. If Subject to paragraph (ii) below, if a Long-Form Registration or a Short-Form Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company may will include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: registration (iA) first, the number of Registrable SecuritiesSecurities requested to be included in such registration pro rata, pro rata if necessary, among the respective Holders thereof holders of Registrable Securities based on the basis number of the aggregate number units of Registrable Securities owned by each such Holderholder, and (iiB) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect pro rata, if necessary, on the marketability or offering price basis of the number of units of such other securities being sold owned by each such holder, and (C) third, if Company Registrable Securities are to be included in such registration, the number of Company Registrable Securities to be included in such registration is that number of Company Registrable Securities which is, after giving effect to the foregoing clauses (A) and (B), required to attain the $20 million threshold offering amount set forth in Section 6(c).

Priority on Demand Registrations. The Company may not include No securities to be sold for the account of any Person (including the Company) other than a Holder shall be included in any underwritten registration a Demand Registration pursuant to Sections 2(a) or (c) any securities Section 4.1 if, in the case that are not Registrable Securities without the prior written consent of the Required Holders. If such registration is to be an Underwritten Registration, the managing underwriter of the Underwritten Offering relating thereto advises the Company Demanding Holders (or, in writing the case that such registration is not to be an Underwritten Registration, the Demanding Holders requesting registration determine in its opinion good faith) that the number total amount of Registrable Securities (andrequested to be registered, if permitted hereunder, together with such other securities that the Company and any Other Stockholders propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such offering, in which case the Company shall include in such registration all Registrable Securities requested to be included in such offering) exceeds therein, up to the number of securities that can be sold in such offering without adversely affecting the marketability of the offeringfull amount that, the Company may include in such offering only such number of securities that in the opinion view of such underwriters managing underwriter or such Demanding Holders requesting registration, as the case may be, can be sold without adversely affecting the marketability success of the such offering, which before including any securities must of any Person (including the Company) other than the Demanding Holders and the other Holders. If the number of shares to be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of any such offering is less than the aggregate number of Registrable Securities owned requested by each Demanding Holders and the other Holders to be included therein, then the Registrable Securities to be included in such Holder, offering shall be allocated pro rata among such Demanding Holders and (ii) second, any the other securities Holders on the basis of the Company that have been number of Registrable Securities requested by Demanding Holders and the other Holders to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationincluded therein.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Registrable Securities included in such registration, which consent will not be unreasonably withheld. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company may will include in such offering only such registration, prior to the inclusion of any securities which are not Registrable Securities, the number of securities that Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof holders of Registrable Securities on the basis of the aggregate number of shares of Registrable Securities owned by that each such Holder, and (ii) second, any other securities holder of the Company that have been Registrable Securities has requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold included in such registration. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company's expense must pay their share of the Registration Expenses as provided in paragraph 5 hereof.

Priority on Demand Registrations. The Company may not include (a) Subject to Section 4.1(g), prior to the Cut-off Date, no securities to be sold for the account of any Person (including the Company) other than a Holder shall be included in any underwritten registration a Demand Registration pursuant to Sections 2(a) or (c) any securities Section 4.1 if, in the case that are not Registrable Securities without the prior written consent of the Required Holders. If such registration is to be an Underwritten Registration, the managing underwriter of the Underwritten Offering relating thereto advises the Company Demanding Holders (or, in writing the case that such registration is not to be an Underwritten Registration, the Demanding Holders requesting registration determine in its opinion good faith) that the number total amount of Registrable Securities (andrequested to be registered, if permitted hereunder, together with such other securities that the Company and any Other Stockholders propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such offering, then the Company shall include in such registration all Registrable Securities requested to be included in such offering) exceeds therein, up to the number of securities that can be sold in such offering without adversely affecting the marketability of the offeringfull amount that, the Company may include in such offering only such number of securities that in the opinion view of such underwriters managing underwriter or such Demanding Holders requesting registration, as the case may be, can be sold without adversely affecting the marketability success of the such offering, which before including any securities must of any Person (including the Company) other than the Demanding Holders and the other Holders. Subject to Section 4.1(g), if the number of shares to be so included in an offering is less than the following order aggregate number of priority: (i) firstQualified Registrable Securities requested by Demanding Holders and the other Holders to be included therein, then the Registrable Securities, Securities to be included in such offering shall be allocated pro rata among such Demanding Holders and the respective other Holders thereof on the basis of the aggregate number of Qualified Registrable Securities owned requested by each such Holder, Demanding Holders and (ii) second, any the other securities of the Company that have been requested Holders to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationincluded therein.

Priority on Demand Registrations. The Company may not include in any If a GTCR Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, and other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company may will include in such offering only such registration (i) FIRST, the number of securities that Registrable Securities and Other Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securitiesadverse effect, pro rata among the respective Holders holders thereof on the basis of the aggregate number of Total Registrable Securities owned by each such Holderholder (if less than 100% of the Registrable Securities sought to be registered, a "CUTBACK"), (ii) SECOND, any securities the Company is required to include pursuant to the Purchase Options, (iii) THIRD, any securities held by persons other than the holders of Registrable Securities or Other Registrable Securities which the Company is required to include pursuant to registration rights granted by the Company prior to the date hereof, and (iiiv) secondFOURTH, any other securities of the Company that have been requested to be so included. Notwithstanding included in such GTCR Demand Registration, pro rata among the foregoing, no employee holders of such securities on the basis of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case number of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation shares of such employee in securities owned by each such registration would adversely affect the marketability or offering price of the securities being sold in such registrationholder.

Priority on Demand Registrations. The Company may Issuer will not include in any underwritten registration pursuant to Sections 2(a) or (c) -------------------------------- Demand Registration any securities that which are not Registrable Securities or Other Registrable Securities without the prior written consent of the Required Holders. If Offerors not to be unreasonably withheld (and the Offerors may not withhold their written consent if the Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise Issuer and the Company Offerors in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, and other securities requested to be included in such offering) exceeds therein does not exceed the number of securities that which can be sold in such offering without materially adversely affecting such sale). If Other Registrable Securities are permitted to be included in a Demand Registration which is an underwritten offering and the marketability managing underwriters advise Issuer in writing that in their opinion the number of Registrable Securities and Other Registrable Securities requested to be included exceeds the offeringnumber of securities which can be sold in such offering without materially adversely affecting such sale, the Company may Issuer will include in such offering only such registration prior to the inclusion of any securities which are not Registrable Securities the number of securities that Registrable Securities requested to be included which in the opinion of such managing underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securitiessold, pro rata among the respective Holders thereof holders of such Registrable Securities on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation amount of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationowned.

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) -------------------------------- Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringRegistrable Securities initially requesting registration, the Company may shall include in such offering only such registration the number of securities that in the opinion of such underwriters which can be so sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of prioritypriorities: (i) first, the Purchaser Registrable SecuritiesSecurities requested to be included in such registration, pro rata among the respective Holders thereof holders of such Purchaser Registrable Securities on the basis of the aggregate number of Registrable Securities shares owned by each such Holderholder, (ii) second, the other Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (ii) secondthird, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold included in such registration.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (cthis Section 4.9(a) any securities that are not Registrable Securities Securities, without the prior written consent of the Required HoldersInitiating Investors. If the managing underwriter advises underwriters advise the Company in writing that in its their reasonable 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 can be sold in such offering without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), the Company may will include in such offering only such number of securities that in the reasonable opinion of such managing underwriters can be sold without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), which securities must will be so included in the following order of priority: (i) first, Registrable SecuritiesSecurities of the participating Investors (including the Initiating Investors), pro rata among (if applicable), based on the respective Holders thereof number of Registrable Securities owned by each such Investor, (ii) second, Registrable Securities of any transferee who have delivered written requests for registration pursuant to Section 4.9(a)(1), pro rata on the basis of the aggregate number of Registrable Securities owned by each such Holderperson, and (iiiii) secondthird, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration subject to the extent that the managing underwriter (or, in the case terms of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationthis Agreement.

Priority on Demand Registrations. The Company may not include If the Holders of a majority of the Registrable Securities to be registered in any underwritten registration a Demand Registration so elect, the offering of such Registrable Securities pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without such Demand Registration shall be in the prior written consent form of the Required Holdersan underwritten offering. If In such event, if the managing underwriter advises or underwriters (the “Underwriters”) of such offering advise the Company and the Holders in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, then (i) exceeds the Holders of Registrable Securities held by the Investors shall be entitled to participate in such Demand Registration (pro rata on the basis of the amount of Registrable Securities requested to be included in such registration by each such Investor) first; and (ii) the Company and other equity security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities that can to be sold included in such offering without adversely affecting the marketability of the offeringregistration will not exceed that amount that can, the Company may include in such offering only such number of securities that in the opinion of such underwriters can Underwriters, be sold without adversely affecting any such material adverse effect. To the marketability of extent Registrable Securities so requested to be registered are excluded from the offering, which the Investors who shall have initiated the Demand Registration, as a group, shall have the right to one additional Demand Registration under this section with respect to Registrable Securities for the number of securities must be so included excluded (but in no event shall such additional Demand Registration relate to less than a majority of the shares in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned held by each such Holder, initiating Holders and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationexcluded).

Priority on Demand Registrations. The Company may not include in any If a Demand Registration that is an Underwritten Offering or an underwritten primary registration pursuant to Sections 2(aSection 2(j) or (c) any in each case includes securities that are not Registrable Securities without for sale by the prior written consent of Limited Partnership, and the Required Holders. If the managing underwriter Managing Underwriter advises the Company Limited Partnership, in writing that writing, that, in its opinion good faith judgment, the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) registration exceeds the number of securities that which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company may Limited Partnership will include in any such registration the maximum number of shares that the Managing Underwriter advises the Limited Partnership can be sold in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priorityallocated as follows: (i) first, the Registrable Securities, pro rata among Securities requested to be included in such registration by the respective initiating Holders thereof on the basis and securities of the aggregate number other Holders of Registrable Securities owned by each and holders of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement and in the Rhino Registration Rights Agreement), with all such Holder, securities to be included on a pro rata basis (or in such other basis mutually agreed among such Holders and such other holders) based on the amount of securities requested to be included therein and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that any other securities may be included without exceeding the managing limitations recommended by the underwriter (oras aforesaid, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith securities that the participation of Limited Partnership proposes to sell together with such employee additional securities to be included on a pro rata basis (or in such registration would adversely affect other proportion mutually agreed upon among the marketability or offering price Limited Partnership and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the securities being sold in Registrable Securities requested to be included by such registrationHolders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(c).

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (cthis Section 4.7(a) any securities that are not Registrable Securities Securities, without the prior written consent of the Required HoldersInitiating Investors. If the managing underwriter advises underwriters advise the Company in writing that in its their reasonable 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 can be sold in such offering without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), the Company may will include in such offering only such number of securities that in the reasonable opinion of such managing underwriters can be sold without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), which securities must will be so included in the following order of priority: (i) first, Registrable SecuritiesSecurities of the participating Investors (including the Initiating Investors), pro rata among (if applicable), based on the respective Holders thereof number of Registrable Securities owned by each such Investor, (ii) second, Registrable Securities of any transferee who has delivered written requests for registration pursuant to Section 4.7(a)(1), pro rata on the basis of the aggregate number of Registrable Securities owned by each such Holderperson, and (iiiii) secondthird, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration subject to the extent that the managing underwriter (or, in the case terms of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationthis Agreement.

Priority on Demand Registrations. The Company may not include If in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If Demand Registration, the managing underwriter advises or underwriters thereof advise the Company in writing that in its or their reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested proposed to be included sold in such offering) Demand Registration exceeds the number of securities that can be sold in such offering without adversely affecting having a material effect on the marketability success of the offeringoffering (including, without limitation, an impact on the selling price or the number of Shares that any participant may sell), the Company may will include in such offering registration only such the number of securities that that, in the reasonable opinion of such underwriter or underwriters (or holders of Registrable Securities, as the case may be) can be sold without adversely affecting having a material adverse effect on the marketability success of the offering, which securities must be so included in the following order of priorityoffering as follows: (iA) first, the Registrable Securities, Securities requested to be included in such Demand Registration by the holders of Registrable Securities pro rata among the respective Holders thereof those requesting to be included in such Registration on the basis of the aggregate number of Registrable Securities owned securities requested to be included, (B) second, the securities requested to be included in such Demand Registration by each all other Persons having registration rights with respect thereto pro rata among those requesting such HolderRegistration on the basis of the number of securities requested to be included, and (iiC) secondthird, any other securities of the Company that have been requested to be so included. Notwithstanding issued and sold by the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationCompany.

Priority on Demand Registrations. The Company may not include in any If a Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any offering and includes securities that are not Registrable Securities without for sale by the prior written consent of the Required Holders. If Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company Company, in writing that writing, that, in its opinion good faith judgment, the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) registration exceeds the number of securities that which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company may will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priorityallocated as follows: (i) first, the Registrable Securities requested to be included in such registration by the initiating Affiliate Holder(s) and securities of other Holders of Registrable Securities, with such securities to be included on a pro rata basis (or in such other proportion mutually agreed among the respective Holders thereof such Holders) based on the basis amount of the aggregate number of Registrable Securities owned by each such Holder, securities requested to be included therein and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that any other securities may be included without exceeding the managing limitations recommended by the underwriter (oras aforesaid, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith securities that the participation of such employee in such registration would adversely affect Company proposes to sell. If the marketability or offering price initiating Affiliate Holder(s) are not allowed to register all of the securities being sold in Registrable Securities requested to be included by such registrationAffiliate Holder(s) because of allocations required by this section, such initiating Affiliate Holder(s) shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b).

Priority on Demand Registrations. The Company may not include in any If a Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any offering and includes securities that are not Registrable Securities without for sale by the prior written consent of the Required Holders. If Company, and the managing underwriter (such underwriter to be chosen by the Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company Company, in writing that writing, that, in its opinion good faith judgment, the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) registration exceeds the number of securities that which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company may will include in any such registration the maximum number of shares which the managing underwriter advises the Company can be sold in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priorityallocated as follows: (i) first, the Registrable Securities, pro rata among Securities requested to be included in such registration by the respective initiating Holders thereof on the basis and securities of the aggregate number other Holders of Registrable Securities owned by each and other holders of registration rights under the Holding Stockholder Registration Rights Agreement, with such Holder, securities to be included on a pro rata basis (or in such other proportion mutually agreed among such holders) based on the amount of securities requested to be included therein and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that any other securities may be included without exceeding the managing limitations recommended by the underwriter (oras aforesaid, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith securities that the participation of such employee in such registration would adversely affect Company proposes to sell. If the marketability or offering price initiating Holders are not allowed to register all of the securities being sold in Registrable Securities requested to be included by such registrationHolders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b).

Priority on Demand Registrations. The Company may not include in any If a Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without adversely affecting within a price range reasonably acceptable to the marketability holders of a majority of the offeringRegistrable Securities initially requesting registration (such number which can be so sold, the "Optimal Amount"), the Company may will not include in such offering only such number of registration securities that in the opinion of such underwriters can be sold without adversely affecting the marketability an amount in excess of the offeringOptimal Amount. Further, which securities must be so included subject to the foregoing, the Company shall include in the following order of priority: such registration (i) first, the number of Registrable SecuritiesSecurities requested to be included therein, up to the Optimal Amount, pro rata among the respective Holders holders thereof on the basis of the aggregate number amount of Registrable Securities owned by each such Holderholder, and (ii) second, any other securities of the Company that have been if all Registrable Securities requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect by the marketability or offering price holders thereof have been so included, such other securities in an amount such that the aggregate amount of the securities being sold included in such registrationregistration is less than or equal to the Optimal Amount.

Priority on Demand Registrations. The Company may not include in any If a Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any offering and includes securities that are not Registrable Securities without for sale by the prior written consent of the Required Holders. If Company, and the managing underwriter (such underwriter to be chosen by the Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company Company, in writing that writing, that, in its opinion good faith judgment, the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) registration exceeds the number of securities that which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company may will include in any such registration the maximum number of shares which the managing underwriter advises the Company can be sold in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priorityallocated as follows: (i) first, the Registrable Securities, pro rata among Securities requested to be included in such registration by the respective initiating Holders thereof on the basis and securities of the aggregate number other Holders of Registrable Securities owned by each and other holders of registration rights under the Existing Registration Rights Agreement, with such Holder, securities to be included on a pro rata basis (or in such other proportion mutually agreed among such holders) based on the amount of securities requested to be included therein and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that any other securities may be included without exceeding the managing limitations recommended by the underwriter (oras aforesaid, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith securities that the participation of such employee in such registration would adversely affect Company proposes to sell. If the marketability or offering price initiating Holders are not allowed to register all of the securities being sold in Registrable Securities requested to be included by such registrationHolders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b).

Priority on Demand Registrations. The Company may not include in any underwritten registration If the Registrable Securities registered pursuant to Sections 2(a) a Demand Registration are to be sold in one or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If more firm commitment underwritten offerings, and the managing underwriter Underwriter of such underwritten offering advises the Company in writing that Holders of such securities that, in its opinion opinion, the number amount of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) registration exceeds the number of securities that which can be sold in such offering without a reasonable likelihood of adversely affecting the marketability price, timing or distribution of the offeringsecurities being offered, then the Company shall register (i) FIRST, the Company may include maximum number of Registrable Securities requested to be included in such offering only registration by the Holders which in the Underwriter's opinion can be sold, PRO RATA based on the number of Registrable Securities requested to be included by such Holders, until all of such Registrable Securities have been registered, (ii) SECOND, the number of securities that requested to be included in such registration by the holders of the Company's securities pursuant to any incidental or piggyback registration rights which in the Underwriter's opinion can be sold, PRO RATA based on the number of securities requested to be included by such underwriters holders and (iii) THIRD, the maximum number of securities requested to be included in such registration by the Company which in the Underwriter's opinion can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each having such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationadverse effect.

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting such Demand Registration, then the Company shall include in such registration only that number of securities which in the opinion of such underwriters can be sold in an orderly manner in such offering without adversely affecting the marketability of the offeringoffering within such price range, the Company may include in such offering only such number of securities that in the opinion of such underwriters can with priority for inclusion to be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of prioritydetermined as follows: (i) first, the Registrable SecuritiesSecurities requested to be included in such registration, pro rata among the respective Holders holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holderholder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding included in such registration, the foregoing, no employee inclusion of which the holders of a majority of the Company or any subsidiary thereof will Registrable Securities to be entitled to participate, directly or indirectly, included in any such registration to the extent that the managing underwriter (orhave consented in writing, which, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation opinion of such employee underwriters, can be sold in an orderly manner within the price range of such registration would adversely affect offering, pro rata among the marketability or offering price respective holders thereof on the basis of the number of such securities being sold in owned by each such registrationholder.

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that are not Registrable Securities without the prior written consent of the Required Holdersholder(s) of a majority of Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that that, in its opinion their opinion, the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holder(s) of the offeringa majority of Investor Registrable Securities to be included in such registration, then the Company may shall include in such offering only registration, (i) first, the Investor Registrable Securities held by the holders initiating such number of securities that Demand Registration that, in the opinion of such underwriters underwriters, can be sold without adversely affecting in an orderly manner within the marketability price range of the such offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders holders thereof on the basis of the aggregate number of Investor Registrable Securities owned by each such holder, (ii) second, the Registrable Securities held by holders requesting to participate in such Demand Registration pursuant to the last sentence of Section 1(a) that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such Holderholder, and (iiiii) secondthird, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (orare not Registrable Securities that, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation opinion of such employee underwriters, can be sold in an orderly manner within the price range of such registration would adversely affect offering (if any), pro rata among the marketability or offering price respective holders thereof on the basis of the number of other securities being sold in owned by each such registrationholder.

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) -------------------------------- Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of at least a majority of the Registrable Securities initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company may shall include in such offering only such registration the number of securities that which can be sold which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, the Registrable SecuritiesSecurities requested to be included, pro rata among the respective Holders holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holderholder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding included by holders having registration rights with respect to the foregoingCompany's securities (including those holders who are granted rights that are subordinate to the rights set forth herein, no employee as described in Section 1(f) below), pro rata among the respective holders thereof on the basis of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any number of other securities owned by each such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationholder.

Priority on Demand Registrations. The Upon the Company’s commencement of a Demand Registration the Company may not include in any underwritten registration pursuant shall mail notice thereof to Sections 2(a) or (c) any securities that are not all other Equityholders, and the other Equityholders shall have 20 days after such mailing date to notify the Company of the amount of Registrable Securities without the prior written consent of the Required Holdersthey desire to sell in such offering. If the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (registrable securities and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability Investors (or in the case of the offeringa Short-Form Registration initiated by other Equityholders such other initiating Equityholders), the Company may shall include in such offering only such number registration prior to the inclusion of any securities that which are not Long-Form Demand Registrable Securities the amount of Long-Form Demand Registrable Securities owned by the Investors to be included which in the opinion of such underwriters can be sold without adversely affecting in an orderly manner within the marketability price range of such offering. If the full amount of the offering, which securities must Long-Form Demand Registrable Securities of the Investors requested to be so included in such registration pursuant to this Section cannot be included in full, then the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number amount of Registrable Securities owned by each such Holder, and (ii) second, any other securities available for registration shall be allocated among the Investors pro rata based upon the amount of the Company that have been Long-Form Demand Registrable Securities requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect by the marketability or offering price of the securities being sold in such registrationInvestors.

Priority on Demand Registrations. The Company may not include If in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If Demand Registration the managing underwriter advises or underwriters thereof (or, in the case of a Demand Registration not being underwritten, in the opinion of a majority of the holders of Registrable Securities) advise the Company in writing that in its or their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability Company or the success of the offering, the Company may shall include in such offering only such registration the number of Registrable Securities and other securities that requested to be included in such registration, which in the opinion of such underwriters can be sold without adversely affecting the marketability Company or the success of the offering, which securities must be so included in the following order of priorityoffering as follows: (i) first, the Registrable Securities, Securities requested to be included in such Demand Registration pro rata among the respective Demanding Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holderrequested to be included, and (ii) second, any other securities of the Company that have been Registrable Securities requested to be so included. Notwithstanding included in such Demand Registration by other Stockholders pro rata among those requesting inclusion in such Demand Registration on the foregoing, no employee basis of the number of Registrable Securities requested to be included, and (iii) third, shares to be issued and sold by the Company or any subsidiary thereof will and requested to be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationDemand Registration.

Priority on Demand Registrations. The Company may not include in any If a Demand Registration that is an Underwritten Offering or an underwritten primary registration pursuant to Sections 2(aSection 2(j) or (c) any in each case includes securities that are not Registrable Securities without for sale by the prior written consent of Limited Partnership, and the Required Holders. If the managing underwriter Managing Underwriter advises the Company Limited Partnership, in writing that writing, that, in its opinion good faith judgment, the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) registration exceeds the number of securities that which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company may Limited Partnership will include in any such registration the maximum number of shares that the Managing Underwriter advises the Limited Partnership can be sold in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priorityallocated as follows: (i) first, the Registrable Securities, pro rata among Securities requested to be included in such registration by the respective initiating Holders thereof on the basis and securities of the aggregate number other Holders of Registrable Securities owned by each and holders of Registrable Securities (as defined in the Investor Rights Agreement and in the Rhino Registration Rights Agreement), with all such Holder, securities to be included on a pro rata basis (or in such other basis mutually agreed among such Holders and such other holders) based on the amount of securities requested to be included therein and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that any other securities may be included without exceeding the managing limitations recommended by the underwriter (oras aforesaid, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith securities that the participation of Limited Partnership proposes to sell together with such employee additional securities to be included on a pro rata basis (or in such registration would adversely affect other proportion mutually agreed upon among the marketability or offering price Limited Partnership and such other holders) based on the amount of securities requested to be included therein. If the initiating Holders are not allowed to register all of the securities being sold in Registrable Securities requested to be included by such registrationHolders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(c).

Priority on Demand Registrations. The Company may not shall be entitled to include in any underwritten registration and offering made pursuant to Sections 2(a) a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or (c) any securities that are not Registrable Securities without the prior written consent shares of the Required Holderscommon stock held by other stockholders. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its 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 adversely affecting the marketability of the offering, the Company may will include in such offering only such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of securities Registrable Securities requested to be included that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering and within the price range of such offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof of such Registrable Securities on the basis of the aggregate number of shares of Registrable Securities owned by each that such Holder, and (ii) second, any other securities of the Company that have been Holder has requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold included in such registration; provided, however, that in connection with the Company's IPO, each of the parties hereto acknowledges and agrees that the Company shall include in the registration relating thereto all Shares held by each Small Holder who has timely requested that Shares be included in the registration pursuant to Section 1(a).

Priority on Demand Registrations. The (i) Prior to the Other Stockholders Restriction Termination Date, the Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that are not Investor Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Investor Registrable Securities included in such registration. If Prior to the Other Stockholders Restriction Termination Date, if a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that that, in its opinion their opinion, the number of Investor Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities Investor Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringInvestor Registrable Securities to be included in such registration, then the Company may shall include in such offering only such registration, prior to the inclusion of any securities that are not Investor Registrable Securities, the number of securities that Investor Registrable Securities requested to be included that, in the opinion of such underwriters underwriters, can be sold without adversely affecting in an orderly manner within the marketability price range of the such offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders holders thereof on the basis of the aggregate number amount of Investor Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationholder.

Priority on Demand Registrations. The Company may not include If in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If Demand Registration the managing underwriter advises or underwriters thereof (or in the case of a Demand Registration not being underwritten, the Demanding Holder after consultation with an investment banker of nationally recognized standing), advise the Company in writing that in its or their reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested proposed to be included sold in such offering) Demand Registration exceeds the number of securities that can be sold in such offering without adversely affecting having a material adverse effect on the marketability success of the offering (including, without limitation, an impact on the selling price), the Company will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters (or the Demanding Holder, as the case may be) can be sold without having a material adverse effect on the success of the offering, as follows: first, the securities which the Stockholders, including the Demanding Holder(s) (pro rata among all such Stockholders on the basis of the relative percentage of Registrable Shares owned by all Stockholders who have requested that securities owned by them be so included), propose to sell, and second, the securities of any additional holders of the Company’s securities eligible to participate in such offering, pro rata among all such Persons on the basis of the relative percentage of such securities held by each of them. In the event that the managing underwriter or Demanding Holder determines that additional Registrable Shares may be sold in any Demand Registration without having a material adverse effect on the success of the offering, the Company may include in such offering only such number of comparable securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of issued and sold by the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to comparable securities held by Persons other than the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationParties.

Priority on Demand Registrations. The Company may not include in any underwritten registration If the Registrable Securities registered pursuant to Sections 2(a) a Demand Registration are to be sold in one or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If more firm commitment underwritten offerings, and the managing underwriter Underwriter of such underwritten offering advises the Company in writing that Holders of such securities that, in its opinion opinion, the number amount of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) registration exceeds the number of securities that which can be sold in such offering without a reasonable likelihood of adversely affecting the marketability price, timing or distribution of the offeringsecurities being offered, then the Company may include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: shall register (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate maximum number of Registrable Securities owned and Other Registrable Securities requested to be included in such registration by each the Holders and the Other Holders pursuant to any incidental or piggyback registration rights contained in any similar registration rights agreement which in the Underwriter's opinion can be sold, pro rata based on the number of Registrable Securities and Other Registrable Securities requested to be included by such HolderHolders and such Other Holders, until all of such Registrable Securities and Other Registrable Securities have been registered, and (ii) second, any other the maximum number of securities of the Company that have been class then being registered requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect by the marketability or offering price of Company which in the securities being managing Underwriter's opinion can be sold in without having such registrationan adverse effect.

Priority on Demand Registrations. The Company may shall not include -------------------------------- in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringRegistrable Securities initially requesting registration, the Company may shall include in such offering only such registration the number of securities that in the opinion of such underwriters which can be so sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of prioritypriorities: (i) first, the Registrable SecuritiesSecurities other than Class B Registrable Securities requested to be included in such registration, pro rata among the respective Holders thereof holders of such Registrable Securities on the basis of the aggregate number of Registrable Securities shares owned by each such Holderholder, and (ii) second, any other securities of the Company that have been Class B Registrable Securities requested to be so included. Notwithstanding included in such registration, pro rata among the foregoing, no employee holders of such Registrable Securities on the basis of the Company or any subsidiary thereof will number of shares owned by each such holder, and (iii) third, other securities requested to be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold included in such registration.

Priority on Demand Registrations. The Company may not include If in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If Demand Registration the managing underwriter advises or underwriters thereof (or in the Company case of a Demand Registration not being underwritten, the Demanding Holders after consultation with an investment banker of nationally recognized standing) advise Parent in writing that in its or their reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested proposed to be included sold in such offering) Demand Registration exceeds the number of securities that can be sold in such offering without adversely affecting having a material and adverse effect on the marketability success of the offering, the Company may Parent will include in such offering registration only such the number of securities that that, in the reasonable opinion of such underwriter or underwriters (or the Demanding Holders, as the case may be) can be sold without adversely affecting having a material and adverse effect on the marketability success of the offering, which securities must be so included in the following order of priorityas follows: (i) first, Registrable Securitiesthe securities which the Stockholders, including the Demanding Holders, and the C Holders (pro rata among all such Stockholders and the respective C Holders thereof on the basis of the aggregate number relative percentage of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been Shares requested to be registered by all Stockholders and C Holders who have requested that securities owned by them be so included. Notwithstanding ), propose to sell, and second, securities of any other holders of Parent's securities eligible to participate in such offering, pro rata among all such Persons on the foregoing, no employee basis of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any relative percentage of such registration to securities held by each of them. In the extent event that the managing underwriter (or, or Demanding Holders determine that additional Registrable Shares may be sold in any Demand Registration without having a material and adverse effect on the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price success of the offering, Parent may include comparable securities being to be issued and sold in such registrationby Parent or comparable securities held by Persons other than the Parties.

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that are not Investor Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Investor Registrable Securities included in such registration; which consent shall not be unreasonably withheld, conditioned or delayed; provided, that prior written consent of the holders of a majority of the Investor Registrable Securities shall not be required hereunder if failure to include such securities in any Demand Registration would cause the Company to breach its obligations under the Other Rights Agreements (as defined herein). If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that that, in its opinion their opinion, the number of Investor Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities Investor Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringInvestor Registrable Securities to be included in such registration, then the Company may shall include in such offering only such registration, prior to the inclusion of any securities that are not Investor Registrable Securities, the number of securities that Investor Registrable Securities requested to be included that, in the opinion of such underwriters underwriters, can be sold without adversely affecting in an orderly manner within the marketability price range of the such offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders holders thereof on the basis of the aggregate number amount of Investor Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationholder.

Priority on Demand Registrations. The Company may shall not include -------------------------------- in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Bain Registrable Securities. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering without adversely affecting the marketability of the offering, the Company may will include in such offering only such registration prior to the inclusion of any securities which are not Registrable Securities the number of securities that Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders holders thereof on the basis of the aggregate number of shares of Registrable Securities owned by each such Holder, and (ii) second, any holder. Any Persons other securities than holders of Registrable Securities who participate in Demand Registrations which are not at the Company's expense must pay their share of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, Registration Expenses as provided in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationparagraph 5 hereof.

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required HoldersHolders of a majority of the Registrable Securities requested to be included in the Demand Registration. If the Demand Registration is an underwritten offering and the managing underwriter advises underwriters for such Demand Registration advise the Company and applicable Requesting Holders in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) Demand Registration exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability Holders of a majority of the offeringRegistrable Securities requested to be included in the Demand Registration, the Company may shall include in such offering only such Demand Registration the number of securities that in the opinion of such underwriters Registrable Securities which can be so sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, the Registrable SecuritiesSecurities requested to be included in such Demand Registration, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders thereof of such Registrable Securities on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, included in any such registration Demand Registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationpermitted hereunder.

Priority on Demand Registrations. The Company may not include If in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If Demand -------------------------------- Registration, the managing underwriter advises or underwriters thereof (or in the Company case of a Demand Registration not being underwritten, in the opinion of the holders of a majority of the Registrable Securities included therein), advise the Corporation in writing that in its or their reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested proposed to be included sold in such offering) Demand Registration exceeds the number of securities that can be sold in such offering without adversely affecting having an adverse effect on the marketability success of the offeringoffering (including, without limitation, any impact on the selling price or the number of shares that any participant may sell), the Company may Corporation will include in such offering registration only such the number of securities that that, in the reasonable opinion of such underwriter or underwriters (or holders of Registrable Securities, as the case may be) can be sold without adversely affecting having an adverse effect on the marketability success of the offering, which securities must be so included in the following order of priorityoffering as follows: (i) first, the Registrable Securities, Securities properly requested to be included in such Demand Registration by the Holders thereof pro rata among the respective Holders thereof those requesting such Demand Registration on the basis of the aggregate number of Registrable Securities owned by each such HolderShares requested to be included, and (ii) second, any the shares to be issued and sold by the Corporation and shares held by Persons other securities than the holders of the Company that have been Registrable Securities and requested to be so includedincluded in such Demand Registration. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to To the extent that the managing underwriter (or, privilege of including shares of Common Stock in any Demand Registration must be allocated among the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registration.Holders thereof

Priority on Demand Registrations. The Company may not include in Notwithstanding any underwritten registration other term of this Section 2, if (i) a Registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If this Section 2 involves an Underwritten Offering and the managing underwriter or underwriters of such proposed Underwritten Offering advises the Company in writing that in its opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) Demand Registration exceeds the number of securities that which can be sold in the offering covered by such offering Demand Registration without adversely affecting a significant adverse effect on the marketability price, timing or distribution of the offeringsecurities offered, then the Company may will include in such offering only such Registration (A) first, the number of securities that Registrable Shares which, in the opinion of such underwriters managing underwriter or underwriters, can be sold in the offering without a significant adverse effect on the price, timing or distribution of the securities offered, selected PRO RATA among the Holders which have requested to be included in such Demand Registration based upon their relative proportionate total holdings of Common Stock at such time, (B) second, the number of shares of Common Stock which Company has requested be included in such Registration, which, in the opinion of the managing underwriter or underwriters, can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holderadverse effect referred to above, and (iiC) secondthird, any the number of shares of Common Stock which other securities of the Company that holders have been requested to be so included. Notwithstanding the foregoingincluded in such Registration, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectlywhich, in any such registration to the extent that opinion of the managing underwriter (oror underwriters, in the case can be sold without such adverse effect referred to above, selected PRO RATA among such other holders based upon their relative proportionate holdings of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of Common Stock at such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationtime.

Priority on Demand Registrations. The Company may Newco shall not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities of a Holder without the prior written consent of the Required HoldersExercising Holder(s). If a Demand Registration is an underwritten offering and the managing underwriter advises the Company underwriters advise Newco in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability of the offeringExercising Holder(s), the Company may Newco shall include in such offering only such Demand Registration (i) first, the Primary Shares; (ii) second, the Registrable Securities of the Holders on a pro rata basis based on the number of Registrable Securities requested to be included by such Holders in such Demand Registration; (iii) third, shares of Newco that are not Primary Shares; and (iv) fourth, if permitted hereunder, any other securities that requested to be included in such Demand Registration which securities, in the opinion of such underwriters underwriters, can be sold without adversely affecting in an orderly manner within the marketability price range of such offering; provided, that, in the event the Holders are not permitted as a result of such underwriter’s advice to include at least 90% of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect the marketability or offering price by such Holders, then such request and related registration shall not constitute one of the securities being sold in such registrationDemand Registrations to which the Major Holders are entitled to request pursuant to Section 5.1(b).

Priority on Demand Registrations. The If a Demand Registration is with respect to an underwritten offering, and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number which can be sold in such offering, the Company will include in such registration such number of Registrable Securities, which in the opinion of such underwriters, may be sold, allocated among the Holders electing to participate pro rata in accordance with the amounts of securities requested to be so included by the respective Holders. If the amount of such Registrable Securities does not exceed the maximum number which can be sold in such offering, the Company may include such number of securities which are not Registrable Securities in the Demand Registration which will not, together with the Holder's Registrable Securities, exceed the maximum number which can be sold in the Offering; provided, however, the Company will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holders. If Holders of sixty-six and two-thirds percent (66 2/3%) of the managing underwriter advises the Company in writing that in its opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offering, the Company may include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold participating in such registration. A registration shall not count as a Demand Registration if less than fifty percent (50%) of the Registrable Securities which any Holder desires to include therein are not included due to the determination of the managing underwriters referred to in the first sentence of this Section 1(c).

Priority on Demand Registrations. The Company may not include If in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If Demand Registration the managing underwriter advises or underwriters thereof (or in the case of a Demand Registration not being underwritten, the Demanding Holder after consultation with an investment banker of nationally recognized standing), advise the Company in writing that in its or their reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested proposed to be included sold in such offering) Demand Registration exceeds the number of securities that can be sold in such offering without adversely affecting having a material adverse effect on the marketability success of the offering (including, without limitation, an impact on the selling price), the Company will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters (or the Demanding Holder, as the case may be) can be sold without having a material adverse effect on the success of the offering, as follows: first, the securities which the Holders, including the Demanding Holder(s) (pro rata among all such Holders on the basis of the relative percentage of Registrable Shares owned by all Holders who have requested that securities owned by them be so included), propose to sell, and second, the securities of any additional holders of the Company’s securities eligible to participate in such offering, pro rata among all such Persons on the basis of the relative percentage of such securities held by each of them. In the event that the managing underwriter or Demanding Holder determines that additional Registrable Shares may be sold in any Demand Registration without having a material adverse effect on the success of the offering, the Company may include in such offering only such number of comparable securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of issued and sold by the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to comparable securities held by Persons other than the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationParties.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities Securities, other than securities of the Company to be offered by the Company (the “Company Offered Securities”), without the prior written consent of the Required HoldersHolders of a majority of the Registrable Securities. If a Demand Registration is an underwritten offering and the managing underwriter underwriter(s) advises the Company in writing that in its opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, then the Company may will include in such offering only registration (i) first, pro rata among the Holders on the basis of the percentage of Registrable Securities (on an as-converted basis, if applicable) requested to be included in such registration statement by such Holders; (ii) second, pro rata among any holders of piggyback registration rights (other than the Holders) on the basis of the percentage of the number of securities that shares of Common Stock requested to be included in such Registration Statement by such holders; and (iii) third, shares of Common Stock to be sold for the Company’s account for which inclusion in such registration statement was requested by the Company. For the avoidance of doubt, if the total number or dollar amount of Registrable Securities requested to be included in the opinion of such registration statement pursuant to this Section 1.5 exceeds the maximum number or amount that the managing underwriter or underwriters believe can be sold without adversely affecting the marketability success of the such offering, which securities must be so included in the following order of priority: (i) firstno securities, other than Registrable Securities, pro rata will be included among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned securities covered by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registration.

Priority on Demand Registrations. The Company may not include in any underwritten registration pursuant to Sections 2(a) or (c) this Section 1.2 any securities that which are not Registrable Securities without the prior written consent of the Required Holders. If Securities; provided, if such registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, and other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities to be included in such registration therein, without adversely affecting the marketability of the offering, the Company may shall include in such offering only such registration prior to the inclusion of any securities which are not Registrable Securities (i) first, the number of securities that Registrable Securities requested to be included by the Holders which in the opinion of such underwriters can be sold in an orderly manner without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned requested to be included therein by each such Holder, and (ii) second, any other securities of which the Company that have been has requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold included in such registration, pro rata among the respective holders thereof on the basis of the amount of such securities requested to be included therein by each such holder.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities or Warrant Shares without the prior written consent of the Required Holdersholders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (Securities, Warrant Shares and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities, Warrant Shares and other securities, if any, which can be sold in an orderly manner in such offering without adversely affecting within the marketability price range acceptable to the holders of a majority of the offeringCHS Registrable Securities initially requesting registration, the Company may will include in such offering only such registration (i) first, the number of securities that Registrable Securities and Warrant Shares requested to be included in such registration which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securitiesadverse effect, pro rata among the respective Holders holders thereof on the basis of the aggregate number of Registrable Securities and/or Warrant Shares, as the case may be, owned by each such Holder, holder and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding included in such Demand Registration, pro rata among the foregoing, no employee holders of such securities on the basis of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation number of such employee in securities owned by each such registration would adversely affect the marketability or offering price of the securities being sold in such registrationholder.

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) -------------------------------- Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of not less than a majority of the Registrable Securities initiating such request for registration pursuant to Section 1(a). If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering without adversely affecting the marketability of the offering, the Company may shall include in such offering only such registration prior to the inclusion of any securities which are not Registrable Securities the number of securities that Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof holders of Registrable Securities on the basis of the aggregate number amount of Registrable Securities owned by each such Holder, holder and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration then to the extent that any securities which are not Registrable Securities can still be included, pro rata among the managing underwriter (or, in respective holders thereof on the case basis of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation amount of such employee securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in such registration would adversely affect Demand Registrations which are not at the marketability or offering price Company's expense must pay their share of the securities being sold Registration Expenses as provided in such registrationparagraph 5 hereof.

Priority on Demand Registrations. The Company may not include in any If a Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without offering and the prior written consent of the Required Holders. If the managing underwriter advises underwriters advise the Company in writing that that, in its opinion their opinion, the number of Registrable Securities (and, if permitted hereunderapplicable, other securities requested to be included in such offering) offering exceeds the number of Registrable Securities and, if applicable, other securities that which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability Holders of a majority of the Registrable Securities proposed to be included in such offering, the Company may shall include securities in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included registration in the following order of priority: (i) first, the number of Registrable SecuritiesSecurities of Holders requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, allocated pro rata among the respective Holders thereof on the basis of the aggregate number amount of Registrable Securities owned by each such Holder, ; and (ii) second, any the number of other securities of the Company that have been requested to be so included. Notwithstanding included which in the foregoingopinion of such underwriters can be sold in an orderly manner within the price range of such offering provided, no employee of however, that if the Company or any subsidiary thereof will be entitled has, prior to participatethe date of this Agreement, directly or indirectly, entered into an agreement with respect to its securities that is inconsistent with the order of priority contemplated hereby then it shall apply the order of priority in any such registration conflicting agreement to the extent that the managing underwriter (or, it would otherwise result in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of breach under such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationagreement.

Priority on Demand Registrations. The Company may not With respect to any underwritten offering based on a Demand Registration (including an underwritten offering pursuant to a Shelf Registration), if the Lead Underwriters (after consultation with the Co-Managers) advise that the inclusion of the securities proposed to be included in such registration would adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”), the Corporation shall include in any such underwritten registration pursuant to Sections 2(aoffering (a) or (c) any securities that are not first, the Registrable Securities without requested to be included therein by the prior written consent Requesting Holders and any Existing Registrable Securities requested to be included therein by Existing Registrable Securities Holders in accordance with Section 2.2.1 of the Required Holders. If Equity Registration Rights Agreement, pro rata among the managing underwriter advises holders of such securities on the Company in writing that in its opinion basis of the number of Registrable Securities securities owned by each such holder, and (andb) second, if permitted hereunder, any other securities requested to be included in such underwritten offering) exceeds the number of , including securities that can to be sold in such offering without adversely affecting for the marketability account of the offeringCorporation; provided, however, that if more than 50% of the Registrable Securities of any Holder subject to a Demand Request or Transfer Notice for an underwritten offering are excluded pursuant to the terms of this Section 2.1.6 from the applicable Demand Registration or underwritten offering pursuant to a Shelf Registration, the Company may include in such offering only such number shall not be deemed to constitute a Demand Registration for the purposes of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationSection 2.1.3.

Priority on Demand Registrations. The Company may shall not include in -------------------------------- any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Investor Registrable Securities included in such registration (in the case of an Investor Demand Registration) or the holders of a majority of the Other Registrable Securities included in such registration (in the case of an Other Demand Registration). If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringInvestor Registrable Securities included in such registration (in the case of an Investor Demand Registration) or the holders of a majority of the Other Registrable Securities included in such registration (in the case of an Other Demand Registration), the Company may shall include in such offering only such registration prior to the inclusion of any securities which are not Registrable Securities the number of securities that Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting in an orderly manner within the marketability price range of the such offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationincluded therein.

Priority on Demand Registrations. The Company may not include in any If a Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities securities, requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to holder(s) of a majority of the Registrable Securities initiating such Demand Registration pursuant to Section 2(a) and without adversely affecting the marketability of the offering, then the Company may will include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: Demand Registration (iA) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned (other than Management Registrable Securities) requested to be included in such Demand Registration (by each holders initiating such HolderDemand Registration as well as other holders who are permitted under this Agreement to request the inclusion of Registrable Securities in such Demand Registration), pro rata from among the holders of such Registrable Securities according to the number of Registrable Securities requested by them to be so included, (B) second, the number of Management Registrable Securities requested to be included in such Demand Registration, pro rata from among the holders of such Management Registrable Securities according to the number of Management Registrable Securities requested by them to be so included, and (iiC) secondthird, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold included in such registration, in such manner as the Company may determine.

Priority on Demand Registrations. The Company may Issuer will not include in -------------------------------- any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company Issuer in writing that that, in its opinion 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringRegistrable Securities included in such registration, the Company may Issuer will include in such offering only such registration (i) first, ----- the number of securities that Registrable Securities requested to be included in such registration which in the opinion of such underwriters can be sold without adversely affecting in an orderly manner within the marketability price range of the such offering, which securities must be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holderholder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding included in ------ such Demand Registration, pro rata among the foregoing, no employee holders of such securities on the basis of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation number of such employee securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in such registration would adversely affect Demand Registrations which are not at the marketability or offering price Issuer's expense must pay their share of the securities being sold Registration Expenses as provided in such registrationSection 5 hereof.

Priority on Demand Registrations. The Company may shall not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Registrable Securities initially requesting such registration. If in connection with a Demand Registration the managing underwriter advises underwriters advise the Company in writing that in its 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 an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability holders of a majority of the offeringRegistrable Securities initially requesting registration, the Company may shall include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: registration (i) first, up to 50% of the Registrable SecuritiesSecurities requested to be included in such registration, pro rata among the respective Holders thereof holders of such securities on the basis of the aggregate number of Shares owned by the Funds (with respect to those Registrable Securities owned requested to be included which are held by each such Holderthe Funds), on the one hand, and the Executives (with respect to those Registrable Securities requested to be included which are held by the Executives), on the other, (ii) second, all remaining Fund Registrable Securities and any other securities of the Company that have been Executive Registrable Securities requested to be so included. Notwithstanding included in such registration, pro rata among the foregoing, no employee holder of such securities on the basis of the Company or any subsidiary thereof will number of Shares owned by the Funds, on the one hand, and the Executives, on the other (excluding the Funds' Registrable Securities and the Executive Registrable Securities included pursuant to (i) above) and (iii) third, other securities requested to be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold included in such registration.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Section 1 any securities that are not Registrable Securities without the prior written consent of the Required HoldersRequesting Holder(s). If the managing underwriter advises the Company in writing that in its reasonable 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 can be sold in such offering without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), the Company may will include in such offering only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must will be so included in the following order of priority: (i) first, Registrable SecuritiesSecurities of Holders that are Principal Investors or members of any Principal Investor Group, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, Registrable Securities of any other Holders, pro rata in on the basis of the aggregate number of Registrable Securities owned by each such Holders and (iii) third, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration subject to the extent that the managing underwriter (or, in the case terms of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationthis Agreement.

Priority on Demand Registrations. The Company may not include If in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If Demand Registration the managing underwriter advises or underwriters thereof (or in the case of a Demand Registration not being underwritten, the holders of a majority of the Registrable Securities held by the Demanding Group after consultation with an investment banker of nationally recognized standing), advise the Company in writing that in its or their reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested proposed to be included sold in such offering) Demand Registration exceeds the number of securities that can be sold in such offering without adversely affecting having a material adverse effect on the marketability success of the offering (including, without limitation, an impact on the selling price), the Company will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters (or such holders of Registrable Securities held by the Demanding Group, as the case may be) can be sold without having a material adverse effect on the success of the offering, the Company may include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priorityas follows: (i) first, the Registrable SecuritiesSecurities requested to be included in such Demand Registration by the Demanding Group, pro rata rata, among the respective Holders thereof such Stockholders on the basis of the aggregate number of shares of Registrable Securities owned by each such Holderhas requested to be included in the Demand Registration, and (ii) second, any other securities of shares to be issued and sold by the Company or shares held by persons that have been are Purchasers but are not in the Demanding Group, and in either case requested to be so included. Notwithstanding included in such Demand Registration, on the foregoing, no employee basis of the Company or any subsidiary thereof will number of shares that such persons have requested to be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, included in the case of an offering Demand Registration, and (iii) shares held by other Stockholders that is not underwrittenare requested to be included in the Demand Registration, a nationally recognized investment banking firm) determines in good faith that on the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationsame basis.

Priority on Demand Registrations. The Company may not include in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If the managing underwriter advises or -------------------------------- underwriters of a Demand Registration (or, in the case of a Demand Registration not being underwritten, if (A) WP (after consultation with the GW Shareholders) if such Demand Registration is being made at the request of WP pursuant to Section 3(b), (B) the GW Shareholders (after consultation with WP) if such Demand Registration is being made at the request of the GW Shareholders pursuant to Section 3(b), (C) if the foregoing clauses (A) and (B) do not apply, WP so long as WP either (i) holds at least 75% of the IPO Shares held by it at the time of the IPO Closing or (ii) holds more of the Securities (in each case assuming exercise of all exchange, conversion and subscription rights with respect to all securities of the Company) than any other holder or (D) if the foregoing clauses (A), (B) and (C) do not apply, a Majority Amount of each type of holders registering Registrable Securities therein) advise the Company in writing that in its or their opinion the number or type of Registrable Securities (and, if permitted hereunder, other securities requested proposed to be included sold in such offering) Demand Registration exceeds the number which can be sold in such offering (a) at a price reasonably related to the then current market value of such securities, or (b) without otherwise materially and adversely affecting the entire offering, then the Company will include in such registration only the number or type of securities that which, in the opinion of such underwriter or underwriters (or holders, as the case may be) can be sold in such offering without adversely affecting the marketability of the offeringadverse effect referred to above, the Company may include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (ix) first, Registrable Securities, pro rata among Securities requested to be included in such offering by the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holderparty or parties exercising a right to a Demand Registration, and (iiy) second, any other securities of the Company that have been requested proposed to be so included. Notwithstanding included in such offering, in accordance with the foregoing, no employee of priorities then existing among the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to and the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation holders of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationother securities.

Priority on Demand Registrations. The Company may not include in any If a Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any offering and includes securities that are not Registrable Securities without for sale by the prior written consent of the Required Holders. If Company, and the managing underwriter (such underwriter to be chosen by Holders of a majority of the Registrable Securities included in such registration, subject to the Company’s reasonable approval) advises the Company Company, in writing that writing, that, in its opinion good faith judgment, the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) registration exceeds the number of securities that which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company may will include in any such registration the maximum number of shares that the managing underwriter advises the Company can be sold in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priorityallocated as follows: (i) first, the Registrable Securities requested to be included in such registration by the initiating Holders and securities of other Holders of Registrable Securities, with such securities to be included on a pro rata basis (or in such other proportion mutually agreed among the respective Holders thereof such Holders) based on the basis amount of the aggregate number of Registrable Securities owned by each such Holder, securities requested to be included therein and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that any other securities may be included without exceeding the managing limitations recommended by the underwriter (oras aforesaid, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith securities that the participation of such employee in such registration would adversely affect Company proposes to sell. If the marketability or offering price initiating Holders are not allowed to register all of the securities being sold in Registrable Securities requested to be included by such registrationHolders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b).

Priority on Demand Registrations. The Company may not include in any If a Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any offering and includes securities that are not Registrable Securities without for sale by the prior written consent of the Required Holders. If Company, and the managing underwriter (such underwriter to be chosen by the Holders of a majority of the Registrable Securities included in such registration, subject to the Company's reasonable approval) advises the Company Company, in writing that writing, that, in its opinion good faith judgment, the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) registration exceeds the number of securities that which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the Company may will include in any such registration the maximum number of shares which the managing underwriter advises the Company can be sold in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priorityallocated as follows: (i) first, the Registrable Securities, pro rata among Securities requested to be included in such registration by the respective initiating Holders thereof on the basis and securities of the aggregate number other Holders of Registrable Securities owned by each and other holders of registration rights under the Existing Registration Rights Agreement, with such Holder, securities to be included on a pro rata basis (or in such other proportion mutually agreed among such holders) based on the amount of securities requested to be included therein and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that any other securities may be included without exceeding the managing limitations recommended by the underwriter (oras aforesaid, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith securities that the participation of such employee in such registration would adversely affect Company proposes to sell. If the marketability or offering price initiating Holders are not allowed to register all of the securities being sold in Registrable Securities requested to be included by such registrationHolders because of allocations required by this section, such initiating Holders shall not be deemed to have exercised a Demand Registration for purposes of Section 2(b).

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) Long-Form Registration or (c) Short-Form Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of at least a majority of the Registrable Securities included in such registration. If a Long-Form Registration or a Short-Form Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company may will include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: registration (i) first, the number of Registrable SecuritiesSecurities requested to be included in such registration pro rata, pro rata if necessary, among the respective Holders thereof holders of Registrable Securities based on the basis number of the aggregate number shares of Registrable Securities owned by each such Holder, holder and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect pro rata, if necessary, on the marketability or offering price basis of the number of shares of such other securities being sold owned by each such holder. Any Persons other than holders of Registrable Securities who participate in such registrationDemand Registrations which are not at the Company's expense must pay their share of the Registration Expenses as provided in Section 6 hereof.

Priority on Demand Registrations. The Company may not include in any If a Demand Registration is an underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If offering and the managing underwriter advises underwriters advise the Company and the Holder that, in writing that in its opinion such underwriter’s opinion, the aggregate number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering by the Holder together with securities required to be included by the Company pursuant to requests of the Other Stockholders pursuant to the Other Agreement exceeds the number of securities that which can be sold in an orderly manner in such offering without adversely affecting within a price range acceptable to the marketability Holder and a majority of the offeringoutstanding Registrable Securities (as such term is defined in the Other Agreement and referred to herein as the “Other Registrable Securities”) requesting registration under the Other Agreement, then the Company may will include in such offering only such registration, prior to the inclusion of any other securities, the maximum number of Registrable Securities requested to be included by the Holder together with securities that of the Other Stockholders required to be included, which, in the opinion of such underwriters underwriters, can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securitiesan orderly manner within such price range, pro rata among the Holder and the respective Holders thereof Other Stockholders on the basis of the aggregate number of shares of Registrable Securities owned by each such Holder, the Holder and (ii) second, any other the number of securities of owned by the Company that have been requested to be so included. Notwithstanding Other Stockholders eligible for inclusion in the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration Demand Registration pursuant to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, Other Agreement on a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in fully diluted basis outstanding immediately prior to such registration.

Priority on Demand Registrations. The Company may will not include in any underwritten registration Demand Registration pursuant to Sections 2(a) this Section 4.1 (or (cany Shelf Takedown, whether an Underwritten Shelf Takedown or otherwise) any securities shares of Common Stock (or other securities) that are not Registrable Securities Securities, without the prior written consent of the Required HoldersInvestors Group. If the managing lead underwriter in a Demand Registration that is an underwritten offering advises the Company in writing that in its reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities shares of Common Stock requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), the Company may will include in such offering only such number of securities that that, in the reasonable opinion of such underwriters underwriter, can be sold without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), which securities must will be so included in the following order of priority: (i) first, Registrable SecuritiesSecurities of the Investors Group, (ii) second, if there is any additional availability after full satisfaction of clause (i) above, any shares of Common Stock to be sold by the Company, and (iii) third, if there is any additional availability after full satisfaction of clauses (i) and (ii) above, any shares of Common Stock requested to be included pursuant to the exercise of other contractual piggyback registration rights granted by the Company pro rata among the respective Holders thereof such persons (if applicable) on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any included by such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationpersons.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(aSection 1(a) or (c1(c) any securities that are not Registrable Securities without the prior written consent of the Required HoldersHolders making the Registration Request. If In the case of any proposed registration that is initiated by a Holder pursuant to Section 1, if the managing underwriter in good faith advises the Company in writing that in its opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability or price per share of the securities to be sold in such offering, the Company may will include in such offering only such number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability or price per share of the securities to be sold in such offering, which securities must will be so included in the following order of priority: (i) first, the Registrable SecuritiesSecurities requested to be included in such registration, pro rata among the respective Holders thereof of such Registrable Securities on the basis of the aggregate number of Registrable Securities owned so requested to be included therein by each such Holder, and (ii) second, any the securities the Company proposes to issue and sell for its own account, and (iii) third, other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee included in such registration would adversely affect the marketability pursuant to other registration rights agreements or offering price of the securities being sold in such registrationotherwise.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Registrable Securities included in such registration, which consent will not be unreasonably withheld. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company that, in writing that in its opinion 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 adversely affecting the marketability marketability, proposed offering price, timing, distribution method or probability of the success of such offering, the Company may will include in such offering only registration (i) first, the Sun Registrable Securities requested to be included in such number of securities that registration which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, Registrable Securitiesadverse effect, pro rata among the respective Holders holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holderholder, and (ii) second, any other securities of the Company that have been Other Registrable Securities requested to be so included. Notwithstanding included in such Demand Registration, pro rata among the foregoing, no employee holders thereof on the basis of the Company or any subsidiary thereof will number of Registrable Securities owned by each such holder and (iii) third, the other securities requested to be entitled to participate, directly or indirectly, included in any such registration to the extent that the managing underwriter (or, Demand Registration which in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation opinion of such employee in such registration would adversely affect underwriters can be sold without adverse effect, pro rata among the marketability or offering price holders thereof on the basis of the number of such other securities being sold in owned by each such registrationholder.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Section 1 any securities that are not Registrable Securities without the prior written consent of the Required HoldersXxxxxxxx, which consent will not be unreasonably withheld, conditioned or delayed. If the managing underwriter Underwriter advises the Company in writing that in its opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities that can be sold in such offering without materially adversely affecting the successful marketability of the offeringoffering (including a material adverse effect on the per share offering price), the Company may will include in such offering only such number of securities that in the opinion of such underwriters Underwriters can be sold without materially adversely affecting the successful marketability of the offering, which securities must will be so included in the following order of priority: (i) first, Registrable Securities, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned held by each such HolderXxxxxxxx, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding In the foregoingevent the Company shall not, no employee by virtue of this Section 1(f), include in any Demand Registration all of the Registrable Securities which Xxxxxxxx requests to be included in such Demand Registration, Xxxxxxxx may, upon written notice to the Company or any subsidiary thereof given within five days of the time Xxxxxxxx first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationso included.

Priority on Demand Registrations. The Company may not include in any underwritten registration pursuant to Sections 2(a) or (c) any securities that are not Registrable Securities without the prior written consent of the Required Holders. If a Demand Registration involves an underwriting and the managing underwriter advises the Company in writing that that, in its opinion view, the number amount of Registrable Securities (andSecurities, if permitted hereunderany, other securities requested to be included in such offering) Demand Registration exceeds the number of securities that which can be sold in such offering without adversely affecting within a price range acceptable to the marketability Required Holders of the Registration (such advice to state the basis of such view and the approximate number of Registrable Securities which may be included in such offering), the Company may shall include in such offering only such number of securities that in Demand Registration, to the opinion of such underwriters can be sold without adversely affecting the marketability extent of the offeringnumber which the Company is so advised may be included in such offering without such effect, which securities must the Registrable Securities requested to be so included in the following order of priority: (i) first, Registrable SecuritiesDemand Registration by the Holders allocated, pro rata among the respective Holders thereof based on the basis of the aggregate number of Registrable Securities owned held by each Holder (on an as converted, fully-diluted basis and without giving effect to any conversion or exercise limitations contained in any such Holderconvertible securities held by any such party). In the event the Company shall not, and (ii) secondby virtue of this Section 2(e), include in any other securities Demand Registration all of the Company that have been requested Registrable Securities of any Holder requesting to be so included. Notwithstanding included in such Demand Registration, such Holder may, upon written notice to the foregoing, no employee Company given within five (5) days of the Company or any subsidiary thereof time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, a corresponding increase in the case amount of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee Registrable Securities to be included in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationDemand Registration.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Section 1 any securities that are not Registrable Securities without the prior written consent of the Required Holdersall participating Principal Investors. If the managing underwriter advises the Company in writing that in its reasonable 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 can be sold in such offering without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), the Company may will include in such offering only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must will be so included in the following order of priority: (i) first, Registrable SecuritiesSecurities of Holders that are Principal Investors or members of any Principal Investor Group, pro rata among the respective Holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, Registrable Securities of any other Holders, pro rata in on the basis of the aggregate number of Registrable Securities owned by each such Holders and (iii) any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration subject to the extent that the managing underwriter (or, in the case terms of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationthis Agreement.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required Holdersholders of a majority of the Registrable Securities. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company may will include in such offering only such number registration, prior to the inclusion of any securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offeringwhich are not Registrable Securities, which securities must be so included in the following order of priority: (i) first, Registrable Securitiesthe Conversion Securities requested to be included therein by the Series A Holders, the Series B Holders and the Series B-1 Holders, pro rata among the respective Holders thereof such holders on the basis of the aggregate number of Registrable Securities owned by shares that each holder has requested to be included in such Holderregistration, and (ii) second, any other securities the number of the Company that have been Registrable Securities requested to be so included. Notwithstanding included by the foregoingother Investors, no employee pro rata among the respective holders thereof on the basis of the Company or any subsidiary thereof will number of shares of Registrable Securities that each such holder has requested to be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee in such registration would adversely affect the marketability or offering price of the securities being sold included in such registration.

Priority on Demand Registrations. The Company may will not include in any underwritten registration pursuant to Sections 2(a) or (c) Demand Registration any securities that which are not Registrable Securities without the prior written consent of the Required HoldersInitiating Holder, which consent will not be unreasonably withheld. If a Demand Registration is an underwritten offering and the managing underwriter advises underwriters advise the Company in writing that in its their opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) offering exceeds the number of securities that Registrable Securities and other securities, if any, which can be sold in such offering therein without adversely affecting the marketability of the offering, the Company may will include in such offering registration prior to the inclusion of any other securities, Registrable Securities held by the Initiating Holder and thereafter shall include in such registration, only such number of other securities that as in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities must be so included in the following order of priority: (i) first, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities held by other Holders which are requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective Holders holders thereof on the basis of the aggregate number of Registrable Securities owned by each such Holder, and (ii) second, any other securities of the Company that have been requested to be so included. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate, directly or indirectly, in any such registration to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) determines in good faith that the participation of such employee Holder participating in such registration would adversely affect the marketability or offering price of the securities being sold in such registrationoffering.