Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities Securities, other than securities of the Company to be offered by the Company solely for its own account (the “Company Offered Securities”), without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registrationSponsor. If a Demand Registration is an underwritten offering and the managing underwriters advise underwriter(s) advises the Company in writing that, that in their opinion, its opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to therein without adversely affecting the holders of a majority marketability of the Investor Registrable Securities to be included in such registrationoffering, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, other than Company Offered Securities, the number of Registrable Securities requested to be included in such offering that, in the opinion of such underwritersunderwriter(s), can be sold in an orderly manner within without adversely affecting the price range marketability of such the offering, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and only after all such Registrable Securities are included in such offering, shall securities that are not Company Offered Securities or Registrable Securities, if any, be included in such offering.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is requested registration pursuant to Section 1(a) involves an underwritten public offering and the managing underwriters advise the Company or lead underwriter advises NationsRent in writing thatwriting, with a copy to each Holder requesting registration, that in their opinion, its opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering registration (including securities to be sold by NationsRent or by other persons who are not Holders of Registrable Securities) exceeds the number of Registrable Securities and other securities, if any, that securities which can be sold in an orderly manner in such offering within a price range acceptable to the holders Holders of at least a majority (by number of shares) of the Investor Registrable Securities to be included in such registrationregistration without adversely affecting the marketability of the offering, then the Company NationsRent shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders Holders thereof on the basis of the amount of Registrable Securities owned requested by each such holderHolder to be included in such offering.

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registrationInitiating Holder. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Registrable Securities, (i) first, the number of Investor Registrable Securities requested to be included that, which in the opinion of such underwritersunderwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder, and (ii) second, the number of Other Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor TPG Group Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a the price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in initially requesting such registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securities(i) first, the number of Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the such price range of such offeringrange, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then therein without adversely affecting the marketability of the offering, the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. Without the consent of the Company and the holders of a majority of the Registrable Securities 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 shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor OCM Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a the price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in initially requesting such registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securities(i) first, the number of Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the such price range of such offeringrange, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Investor Registrable Securities without the prior written consent of the holders holder(s) of a majority of the Investor Registrable Securities to be included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Investor Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Investor Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders holder(s) of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Investor Registrable Securities, the maximum number of Investor Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, allocated pro rata among the respective holders thereof on the basis of the amount of Investor Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without If the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that, in their opinion, and the applicable Requesting Holders that the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering Demand Registration exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders Holders of a majority of the Investor Registrable Securities requested to be included in such registrationthe Demand Registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, Demand Registration the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included thatin such Demand Registration by the Requesting Holders or any other Holder who elects to be included in such Demand Registration in accordance with the terms of this Agreement, which in the opinion judgment of such underwriters, underwriter can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof Requesting Holders on the basis of the amount number of Registrable Securities shares of Common Stock beneficially owned by each such holderRequesting Holder; (ii) second, any securities to be offered by and on behalf of the Company in such underwritten offering, and (iii) third, other securities requested to be included in such Demand Registration to the extent permitted hereunder.

Priority on Demand Registrations. The (i) If the Demand Registration (A) occurs within the Exclusivity Period or (B) is the last Long-Form Registration available to the New Partners, the Company shall not include in any Demand Registration such registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If New Partner Securities, or (ii) if clause (i) above does not apply and a Demand Registration is an underwritten offering and the managing underwriters advise underwriter advises the Company that in writing that, in their opinion, its opinion the number of Registrable Securities and, if permitted hereunder, and other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in New Partner Majority Holders initially requesting such registration, then the Company shall include in such registration, registration prior to the inclusion of or any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor WS Registrable Securities included in such registrationSecurities. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securitiesif any, (i) first, the number of Registrable Securities requested to be included thatin such registration by the holders thereof, pro rata among such holders on the basis of the number of shares of Registrable Securities owned by each such holder, and (ii) second, the other securities requested to be included which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent Consent of the holders of a majority of the Investor Registrable Securities requested to be included in such registrationDemand Registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that securities which can be sold therein in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities requested to be included in such registrationoffering, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned requested to be included therein by each such holder.. Any Persons other than holders of

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders Holders of a majority at least 75% of the Investor Registrable Securities included in initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securitiesshares, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such Majority Holders initially requesting registration, then subject, however, to the terms of any other agreement entered into prior to the date hereof to which the Company shall be a party, the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof Holders of Registrable Securities, on the basis of the amount of Registrable Securities owned shares requested for inclusion by each such holderHolder, then, after the inclusion of all such Registrable Securities, the Company shall include any other securities requested for inclusion.

Priority on Demand Registrations. The Company shall not include in any 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 holders of a majority of the Investor Registrable Securities included in such registrationSponsors. If a Demand Registration is an underwritten offering and the managing underwriters advise underwriter(s) advises the Company in writing that, that in their opinion, its opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to therein without adversely affecting the holders of a majority marketability of the Investor Registrable Securities to be included in such registrationoffering, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, other than Company Offered Securities, the number of Registrable Securities requested to be included in such offering that, in the opinion of such underwritersunderwriter(s), can be sold in an orderly manner within without adversely affecting the price range marketability of such the offering, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities and Company Offered Securities owned or to be issued by each such holder, and only then securities that are not Registrable Securities if the managing underwriter(s) has advised that such securities may be included.

Priority on Demand Registrations. The Company shall not include in -------------------------------- any Demand Registration any securities that which are not Investor Registrable Securities without the prior written consent of the holders of a majority at least 50% of the Investor Registrable Securities included in initially requesting such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Investor Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Investor Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Investor Registrable Securities, the number of Investor Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Investor Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Oaktree Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a the price range acceptable to the holders of a majority of the Investor Oaktree Registrable Securities to be included in initially requesting such registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securities(i) first, the number of Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the such price range of such offeringrange, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company Corporation shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company Corporation in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company Corporation shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration, which consent shall not be unreasonably withheld. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a the price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in initially requesting such registration, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securities(i) first, the number of Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the such price range of such offeringrange, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested (and permitted) to be included in such registration, if any, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities requested to be included in such registrationDemand Registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that securities which can be sold therein in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities requested to be included in such registrationoffering, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned requested to be included therein by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not at the Company’s expense must pay their share of the Registration Expenses as provided in Section 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included thatwhich, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall Corporation will not include in any Demand Registration any securities that which are not Purchaser Registrable Securities Shares (except for Other Registrable Shares) without the prior written consent of the holders of a majority of the Investor Purchaser Registrable Securities included in such registrationShares. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company Corporation in writing that, that in their opinion, opinion the number of Purchaser Registrable Securities Shares and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Purchaser Registrable Securities Shares and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Purchaser Registrable Securities Shares initially requesting registration, the Corporation will include in such registration (i) first, the Purchaser Registrable Shares and Other Registrable Shares requested to be included in such registrationregistration by the holders thereof, then pro rata among such holders on the Company shall include in such registration, prior to the inclusion basis of any securities that are not Registrable Securities, the number of shares of Purchaser Registrable Securities Shares and Other Registrable Shares requested to be included thatin such registration by the holders thereof, and (ii) second, the other securities requested to be included in such registration which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Parent Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Parent Registrable Securities to be included in such registration, then the Company shall include in such registrationregistration (i) first, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount number of Registrable Securities owned by each such holder, and (ii) second, other securities requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Providence Registrable Securities without the prior written consent of the holders of a majority of the Investor Providence Registrable Securities requested to be included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Providence Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Providence Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Providence Registrable Securities requested to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Providence Registrable Securities, the number of Providence Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Providence Registrable Securities owned by each such holderholder that were requested to be included in such registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities held by the Investor without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registrationInvestor. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunderhereunder by the Investor, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registrationInvestor, then the Company shall include in such registration, prior to the inclusion of any securities that which are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata PRO RATA among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations that are not at the Company's expense must pay their share of the Registration Expenses as provided in SECTION 5 hereof.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities Stockholder Shares without the prior written consent of the holders of Stockholders holding a majority of the Investor Registrable Securities Stockholder Shares included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities Stockholder Shares and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities Stockholder Shares and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of Stockholders holding a majority of the Investor Registrable Securities to be included in such Stockholder Shares requesting registration, then the Company shall include in such registration, registration prior to the inclusion of any securities that are not Registrable Securities, Stockholder Shares the number of Registrable Securities Stockholder Shares requested to be included that, that in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities Stockholder Shares owned by each such holder.

Priority on Demand Registrations. The Company shall will not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in initially requesting such registrationDemand Registration (the "INITIATING HOLDERS"). If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registrationInitiating Holders, then the Company shall will include in such registration, prior to the inclusion of any securities that are not Registrable Securitiesif any, (i) first, the number of Registrable Securities requested to be included thatin such registration by the holders thereof, pro rata among such holders on the basis of the number of shares of Registrable Securities owned by each such holder, and (ii) second, the other securities requested to be included, in each of (i) and (ii) which securities in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that which are not Investor Registrable Securities without the prior written consent of the holders of a majority at least 55% of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Investor Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Investor Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority at least 55% of the Investor Registrable Securities to be included in such initially requesting registration, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Investor Registrable Securities, Securities the number of Investor Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Investor Registrable Securities owned by each such holder. Unless otherwise approved by the Company's board of directors, any Persons other than holders of Investor 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 shall not include in any Demand Registration any securities that which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities requested to be included in such registrationoffering, then the Company shall include in such registration, registration prior to the inclusion of any securities that which are not Registrable Securities, Securities the number of Registrable Securities requested to be included that, which in the opinion of such underwriters, underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.