Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offering.

Priority on Piggyback Registrations. NBCi will The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders underwritten offering to include therein all such Registrable Securities requested to be so included by Holders under this Section on the same terms and conditions as any securities other shares of NBCi Common Stock of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to underwritten offering have informed the Holders to the effect Company in writing that (i) in its or their view the total number of shares or dollar amount of securities Common Stock that the Holders, the Company and any other Persons having rights to participate in such Holders and NBCi propose registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, shares of Common Stock that in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting such offering shall be included in the success following order: First, the shares of such Underwritten Offering. The securities of any Holder or Holders of securities initiating Common Stock being offered for the registration and NBCi shall receive priority in such Underwritten Offering to the full extent account of the Registrable Securities such Holder or Holders and NBCi desire to sell and Company; Second, the remaining allocation available for saleInvestor Securities, if any, shall be allocated PRO RATA among the other Holders pro rata based on the basis number of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Investor Securities requested to be included by CNET will comprise Holders thereof; Third, the lesser Management Securities, pro rata based on the number of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Management Securities requested to be included by CNETthe Holders thereof; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER thatand Fourth, (A) if the shares of Common Stock being offered for the account of any other Persons, pro rata based on the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed Common Stock requested to be included in such offering by the holders thereof. Notwithstanding anything contained herein to the extent contrary, the Company hereby agrees that (i) any Piggyback Registration that is a Shelf Registration shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder to allow for a Partner Distribution and (ii) the Company shall, at the reasonable request of any Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution. Notwithstanding anything herein to the contrary, in respect of any offering contemplated herein (whether under Section 2, Section 3 or otherwise) no Holder or any of its affiliates (other than the Company), officers, directors, partners, members, stockholders or representatives shall be required, directly or indirectly, to make any representations or warranties to, or agreements with, the Company or the underwriters (including, without limitation, agreements with respect to indemnification) other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities are not and its intended method of distribution, and any liability of any such Holder or its affiliates (other than the same class as securities Company) to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of NBCi included its representations and warranties and shall be limited to an amount equal to the total price at which the Registrable Securities sold by such Holder were offered to the public (net of discounts and commissions paid by such Holder in connection with such offering).

Priority on Piggyback Registrations. NBCi will The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders to include therein all such holders of Registrable Securities requested to be so included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any securities other shares of NBCi capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an underwritten offering have informed the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein offered (i) for the account of Holders willholders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, be reduced and there will reducing the securities requested to be included in such Underwritten Offering by the number holders of Registrable Securities that, in the opinion of requesting such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of registration pro rata among such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included in such Registration Statement by CNET; PROVIDED such holders. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that in no event will CNET (i) any Piggyback Registration shall contain all language (including, without limitation, on the Prospectus cover page, the principal stockholders’ table and the plan of distribution) as may be entitled reasonably requested by a holder of Registrable Securities to allow for a Partner Distribution and (ii) the Company shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include more than 1,000,000 such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder of Registrable Securities in to effect such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringPartner Distribution.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of If a proposed Piggyback Registration is an Underwritten Offering on behalf and the Managing Underwriters advise the party or parties initiating such offering in writing (a copy of NBCi which writing shall be provided to permit Holders to include therein all such Registrable Securities the Holders) that in their good faith judgment the number of securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering registration exceeds the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, which can be sold in such offering without materially and adversely affecting the success marketability of the offering, then any such Underwritten Offering. The securities registration shall include the maximum number of any Holder or Holders of securities initiating the registration and NBCi shall receive priority shares that such Managing Underwriters advise can be sold in such Underwritten Offering offering allocated as follows: (x) if the Company has initiated such offering, (i) first, the securities the Company proposes to sell, and (ii) second, to the full extent of that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, (A) the Registrable Securities to be included in such Holder or registration by the Holders and NBCi desire the holders of Registrable Securities (as defined in the Investor Rights Agreement and in the Rhino Registration Rights Agreement), with all such additional securities to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other Holders holders), based on the basis of the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other basis mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Investor Rights Agreement) has initiated such offering, (i) first, the securities the holders under the Investor Rights Agreement propose to sell together with the securities the Holders of Registrable Securities hereunder and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, propose to sell on a pro rata basis (or in such other basis mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by each the underwriters as aforesaid, all such Holder; PROVIDED, HOWEVERother securities on a pro rata basis (or in such other proportion mutually agreed upon among the Company, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during applicable, and such other holders) based on the six month period after the Effective Date amount of the Initial CNET Demand, Registrable Securities securities requested to be included therein, and (z) if a party other than the Company or a holder under the Investor Rights Agreement initiated such offering, (i) first, the securities such other party proposes to sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by CNET will comprise the lesser of (A) at least 25% of underwriters as aforesaid, securities proposed to be sold by the Company, and the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to registration by the extent Holders, the holders of Registrable Securities are not as defined in the Investor Rights Agreement and the holders of Registrable Securities as defined in the same class as Rhino Registration Rights Agreement, with such additional securities of NBCi to be included on a pro rata basis (or in such offeringother basis mutually agreed among the Company, the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein.

Priority on Piggyback Registrations. NBCi will cause If the managing underwriter or underwriters underwriters, if any, advise the holders of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested in writing that in its or their reasonable opinion that the number or kind of securities proposed to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include sold in such Underwritten Offering or registration (ii) the effect of the potential withdrawal of any including Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities be included pursuant to Section 4(a)subsection (a)(i) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to above) will materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there Company will be included include in such Underwritten Offering registration the number of Registrable Securities thatsecurities, if any, which, in the opinion of such managing underwriter or underwriters, or the Company, as the case may be, can be sold without materially and adversely affecting as follows: (A) first, the success of such Underwritten Offering. The securities of any Holder or Holders of the Company proposes to sell, (B) second, the securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested proposed to be included therein sold by each Persons initially requesting such Holder; PROVIDED, HOWEVERregistration, if any Registration Statement is (other than any BRS Investor), and (C) third, the securities proposed to be filed sold by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of any BRS Investor and the Registrable Securities requested to be included in such registration by CNET; PROVIDED the holders of Registrable Securities and all other Persons having registration rights with respect to such offering. To the extent that the privilege of including Registrable Securities in no event will CNET any Piggyback Registration must be allocated among the holders of Registrable Securities and other Persons pursuant to clause (B) or (C) above, the allocation shall be made pro rata based on the number of Registrable Securities that each such participant shall have requested to include therein or proposed to be sold by any BRS Investor, as the case may be. If any holder of Registrable Securities is excluded as a result of the foregoing restrictions from registration, then such holder shall be entitled to include more than 1,000,000 sell, on a pro rata basis, the excluded Registrable Securities in such offering; PROVIDED FURTHER thatSecurities, (A) if the number of shares included by CNET is 500,000 or lessprior to any other Registrable Securities, then such inclusion shall be in addition pursuant to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offering’ over-allotment option.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of If a proposed Piggyback Registration is an Underwritten Offering on behalf and the Managing Underwriters advise the party or parties initiating such offering in writing (a copy of NBCi which writing shall be provided to permit Holders to include therein all such Registrable Securities the Holders) that in their good faith judgment the number of securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering registration exceeds the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, which can be sold in such offering without materially and adversely affecting the success marketability of the offering, then any such Underwritten Offering. The securities registration shall include the maximum number of any Holder or Holders of securities initiating the registration and NBCi shall receive priority shares that such Managing Underwriters advise can be sold in such Underwritten Offering offering allocated as follows: (x) if the Company has initiated such offering, (i) first, the securities the Company proposes to sell, and (ii) second, to the full extent of that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, (A) the Registrable Securities to be included in such Holder or registration by the Holders and NBCi desire the holders of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement and in the Rhino Registration Rights Agreement), with all such additional securities to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other Holders holders), based on the basis of the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other basis mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement) has initiated such offering, (i) first, the securities the holders under the Mammoth Holdings Registration Rights Agreement propose to sell together with the securities the Holders of Registrable Securities hereunder and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, propose to sell on a pro rata basis (or in such other basis mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by each the underwriters as aforesaid, all such Holder; PROVIDED, HOWEVERother securities on a pro rata basis (or in such other proportion mutually agreed upon among the Company, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during applicable, and such other holders) based on the six month period after the Effective Date amount of the Initial CNET Demand, Registrable Securities securities requested to be included therein, and (z) if a party other than the Company or a holder under the Mammoth Holdings Registration Rights Agreement initiated such offering, (i) first, the securities such other party proposes to sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by CNET will comprise the lesser of (A) at least 25% of underwriters as aforesaid, securities proposed to be sold by the Company, and the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to registration by the extent Holders, the holders of Registrable Securities are not as defined in the Mammoth Holdings Registration Rights Agreement and the holders of Registrable Securities as defined in the same class as Rhino Registration Rights Agreement, with such additional securities of NBCi to be included on a pro rata basis (or in such offeringother basis mutually agreed among the Company, the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein.

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to a Piggyback Registration are to be sold in an Underwritten Offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed Underwritten Offering on behalf of NBCi to permit Holders holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any securities other shares, if any, of NBCi the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) of such Underwritten Offering delivers an advise the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total number or dollar amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration intend to include in such Underwritten Offering is such as to adversely affect the price, timing or (ii) the effect distribution of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to securities in such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities that, securities that in the opinion of such managing underwriter or underwriters, underwriter(s) can be sold without materially and so adversely affecting the success of such Underwritten Offering. The securities , and such number of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among as follows: (i) first, all securities proposed to be sold by the other Holders on the basis of the amount of Company for its own account; (ii) second, all Registrable Securities requested to be included therein in such Piggyback Registration by each the Shareholders pursuant to Section 4, pro rata among such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during holders on the six month period after the Effective Date basis of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offeringRegistration Statement by such Shareholders; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (Biii) if the number of shares included by CNET is more than 500,000third, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed other securities requested to be included in such offering Registration Statement by other holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Shareholder may, prior to the extent the Registrable Securities are not effectiveness of the same class as securities of NBCi Registration Statement, withdraw its request to be included in such offeringPiggyback Registration pursuant to this Section 4.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is an underwritten registration and the managing underwriter or underwriters underwriter(s) for the offering advises the General Partner in writing that in its opinion the number of a proposed Underwritten Offering on behalf shares of NBCi to permit Holders to include therein all such Qualified Registrable Securities requested or proposed to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering registration exceeds the number which can be sold in such offering without materially affecting the offering price of Registrable Securities thatthe securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter or underwritersunderwriter(s), can (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially and adversely affecting the success offering price of the securities referred to in clause (i), in the opinion of such Underwritten Offering. The managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of any Holder or the General Partner held by persons other than the Holders of securities initiating the registration and NBCi shall receive priority having rights to participate in such Underwritten Offering Piggyback Registration which are non-preferential to the full extent of the Registrable Securities Holders, pro rata among all such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders holders on the basis of the amount total number of shares of securities of the General Partner, including Qualified Registrable Securities Securities, requested by each such holder to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringtherein.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of If a proposed Piggyback Registration is an Underwritten Offering on behalf and the Managing Underwriters advise the party or parties initiating such offering in writing (a copy of NBCi which writing shall be provided to permit Holders to include therein all such Registrable Securities the Holders) that in their good faith judgment the number of securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering registration exceeds the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, which can be sold in such offering without materially and adversely affecting the success marketability of the offering, then any such Underwritten Offering. The securities registration shall include the maximum number of any Holder or Holders of securities initiating the registration and NBCi shall receive priority shares that such Managing Underwriters advise can be sold in such Underwritten Offering offering allocated as follows: (x) if the Company has initiated such offering, (i) first, the securities the Company proposes to sell, and (ii) second, to the full extent of that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, (A) the Registrable Securities to be included in such Holder or registration by the Holders and NBCi desire the holders of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement and in the Investor Rights Agreement), with all such additional securities to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other Holders holders), based on the basis of the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other basis mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement or the Investor Rights Agreement, as applicable) has initiated such offering, (i) first, the securities the initiating holder(s) propose to sell together with the securities the Holders of Registrable Securities hereunder and the holder of Registrable Securities as defined in the Mammoth Holdings Registration Rights Agreement or the Investor Rights Agreement, as applicable, propose to sell on a pro rata basis (or in such other basis mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by each the underwriters as aforesaid, all such Holder; PROVIDED, HOWEVERother securities on a pro rata basis (or in such other proportion mutually agreed upon among the Company, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during applicable, and such other holders) based on the six month period after the Effective Date amount of the Initial CNET Demand, Registrable Securities securities requested to be included therein, and (z) if a party other than the Company or a holder under the Mammoth Holdings Registration Rights Agreement or the Investor Rights Agreement initiated such offering, (i) first, the securities such other party proposes to sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by CNET will comprise the lesser of (A) at least 25% of underwriters as aforesaid, securities proposed to be sold by the Company, and the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to registration by the extent Holders, the holders of Registrable Securities are not as defined in the Mammoth Holdings Registration Rights Agreement and the holder of Registrable Securities as defined in the same class as Investor Rights Agreement, with such additional securities of NBCi to be included on a pro rata basis (or in such offeringother basis mutually agreed among the Company, the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of If the Registrable Securities requested to be included in the Piggyback Registration by CNET; PROVIDED any Holder differ from the type of securities proposed to be registered by the Company and the managing Underwriter advises the Company that in no event will CNET be entitled due solely to include more than 1,000,000 such differences the inclusion of such Registrable Securities in such offering; PROVIDED FURTHER thatwould cause a Material Adverse Effect, then (Ai) if the number of shares such Holders' Registrable Securities to be included by CNET is 500,000 in the Piggyback Registration shall be reduced to an amount which, in the opinion of the managing Underwriter, would eliminate such Material Adverse Effect or less(ii) if no such reduction would, in the opinion of the managing Underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such inclusion Registrable Securities from such Piggyback Registration, provided that no other securities of such type are included and offered for the account of any other Person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration pursuant to clause (i) of the immediately preceding sentence shall be in addition effected pro rata based on the ratio which such Holder's requested shares bears to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the total number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed requested to be included in such offering Piggyback Registration by all Persons other than the Company who have the contractual right to the extent request that their shares be included in such registration statement and who have requested that their shares be included. If the Registrable Securities requested to be included in the registration statement are not of the same class type as the securities being registered by the Company and the managing Underwriter advises the Company that the inclusion of NBCi such Registrable Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such offeringregistration statement by all Persons who have the contractual right to request that their shares be included in such registration statement and who have requested their shares be included; provided, however, that the provisions of this sentence shall not be applicable to the Person or Persons initiating such registration statement. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any such Holder's requested shares are included. If another security holder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Securities requested to be included in the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 2.02(b) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Securities in such registration statement prior to its effectiveness.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of If the Registrable Securities requested to be included in the registration statement by CNET; PROVIDED any Stockholder differ from the type of securities proposed to be registered by the Company and the managing underwriter advises the Company that in no event will CNET be entitled due to include more than 1,000,000 such differences the inclusion of such Registrable Securities in such offering; PROVIDED FURTHER thatwould cause a Material Adverse Effect, then (A1) if the number of shares such Stockholder's or Stockholders' Registrable Securities to be included by CNET is 500,000 in the Registration Statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or less(2) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such inclusion shall be Registrable Securities from such registration statement provided no other securities of such type are included and offered for the account of any other person or entity in addition to the rights contained such registration statement. Any partial reduction in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares Registrable Securities to be included by CNET is more than 500,000, then such inclusion in the registration statement pursuant to clause (1) of the immediately preceding sentence shall be deemed effected pro rata based on the exercise by CNET ratio which such Stockholder's requested securities bears to the total number of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed Shares requested to be included in such offering registration statement by all persons or entities (including Requesting Stockholders) who have requested (pursuant to the extent contractual registration rights) that their securities be included in such registration statement. If the Registrable Securities requested to be included in the registration statement are not of the same class type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of NBCi such Registrable Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Stockholder, only a portion of the Registerable Securities such Stockholder has requested be registered equal to the ratio which such Stockholder's requested securities bears to the total number of Shares requested to be included in such offeringregistration statement by all persons or entities (including Requesting Stockholders) who have requested (pursuant to contractual registration rights) that their securities be included in such registration statement. If as a result of the provisions of this Section 2(c)(ii) any Stockholder shall not be entitled to include all Registrable Securities in a registration that such Stockholder has requested to be so included, such Stockholder may withdraw such Stockholder's request to include Registrable Securities in such registration statement.

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any securities other shares of NBCi capital stock, if any, of the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) of such Underwritten Offering delivers an underwritten offering advise the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total number or dollar amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success price, timing or distribution of the securities in such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering underwritten offering the number or dollar amount of Registrable Securities that, securities that in the opinion of such managing underwriter or underwriters, underwriter(s) can be sold without materially and so adversely affecting the success such offering, and such number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among as follows: (i) first, all securities proposed to be sold by the other Holders on the basis of the amount of Company for its own account; (ii) second, all Registrable Securities requested to be included therein by each in such Holder; PROVIDEDregistration pursuant to Section 4, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during pro rata among such holders on the six month period after the Effective Date basis of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offeringRegistration Statement by such holders; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (Biii) if the number of shares included by CNET is more than 500,000third, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed other securities requested to be included in such offering Registration Statement; provided that holders may, prior to the extent the Registrable Securities are not earlier of the same class as securities (i) effectiveness of NBCi the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s), withdraw their request to be included in such offeringregistration pursuant to this Section 4.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of If the Registrable Securities requested to be included in the Piggyback Registration by CNET; PROVIDED any Holder differ from the type of securities proposed to be registered by the Company and the managing Underwriter advises the Company that in no event will CNET be entitled due to include more than 1,000,000 such differences the inclusion of such Registrable Securities in such offering; PROVIDED FURTHER thatwould cause a Material Adverse Effect, then (Ai) if the number of shares such Holders' Registrable Securities to be included by CNET is 500,000 in the Piggyback Registration shall be reduced to an amount which, in the opinion of the managing Underwriter, would eliminate such Material Adverse Effect or less(ii) if no such reduction would, in the opinion of the managing Underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such inclusion Registrable Securities from such Piggyback Registration, provided, that no other securities of such type are included and offered for the account of any other Person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration pursuant to clause (i) of the immediately preceding sentence shall be in addition effected pro rata based on the ratio which such Holder's requested shares bears to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the total number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed requested to be included in such offering Piggyback Registration by all Persons other than the Company who have the contractual right to the extent request that their shares be included in such registration statement and who have requested that their shares be included. If the Registrable Securities requested to be included in the registration statement are not of the same class type as the securities being registered by the Company and the managing Underwriter advises the Company that the inclusion of NBCi such Registrable Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such offeringregistration statement by all Persons (other than the Person or Persons initiating such registration request) who have the contractual right to request that their shares be included in such registration statement and who have requested their shares be included. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any such Holder's requested shares are included. If another security holder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Securities requested to be included in the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 2.02(b) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Securities in such registration statement prior to its effectiveness.

Priority on Piggyback Registrations. NBCi will cause If the managing underwriter or underwriters of a proposed for an Underwritten Offering to be made by the Company advises the Company in writing that the inclusion of Registrable Securities in such offering would cause an adverse effect on behalf such offering, and the Company notifies, in writing, each Holder that has requested its Registrable Securities be so included of NBCi such advice, then (i) the number of such Holder’s or Holders’ Registrable Securities to permit Holders be included in the Registration Statement shall be reduced to include therein an amount which, in the judgment of such managing underwriter, would eliminate such adverse effect or (ii) if no such reduction would, in the judgment of such managing underwriter, eliminate such adverse effect, then the Company shall have the right to exclude all such Registrable Securities from such Registration Statement; provided, however, that no other securities that are the same as the Registrable Securities that had been requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities a Registration Statement by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)5(a)(i) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially are included and adversely affect the success of such offering, then the amount of securities to be included therein offered for the account of Holders will, if necessary, be reduced and there will be included any other Person (other than the Company) in such Underwritten Offering Registration Statement. Any partial reduction in the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any in the Registration Statement is proposed pursuant to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date clause (i) of the Initial CNET Demand, Registrable Securities requested to immediately preceding sentence shall be included by CNET will comprise the lesser of (A) at least 25% effected on a pro rata basis among each of the Registrable Securities included in such offering or (B) all Holders requesting inclusion of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if Registration Statement and each of the number other holders of shares included by CNET is 500,000 or less, then securities of the Company that are requesting inclusion of securities of the Company in such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying Registration Statement that are the same standard, may also exclude entirely from such offering all as the Registrable Securities proposed that had been requested to be included in such offering to Registration Statement based on the extent ratio that the number of Registrable Securities are not or other securities of the same class as securities of NBCi Company that each such Holder or each such other holder requested to be included in such offeringRegistration Statement bears to the total number of Registrable Securities and other securities of the Company that all Holders and such other holders requested to be included in such Registration Statement.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is an underwritten registration, and the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion shall give written advice to the Holders to the effect that Company of an Underwriters' Maximum Number, then: (i) the total amount of securities that such Holders and NBCi propose Company shall be entitled to include in such Underwritten Offering or registration that number of Securities that the Company intends to offer and sell for its own account and that does not exceed the Underwriters' Maximum Number; (ii) if the effect Underwriters' Maximum Number exceeds the number of securities which the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived Company proposes to offer and sell for its own account in such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offeringregistration, then the amount Company shall include in such registration that number of Registrable Securities which Prudential, NET or their respective Affiliates shall have requested be included in such registration and which shall not be greater than such excess; (iii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to be included therein offer and sell for its own account and for the account of Holders willPrudential, if necessaryNET and their respective Affiliates in such registration, be reduced then the Company shall include in such registration that number of Securities that the Company intends to offer and there will sell for its own account plus that number of Registrable Securities which the remaining Stockholders shall have requested be included in such Underwritten Offering the number of registration and which shall not be greater than such excess and such Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders such Stockholders on the basis of the amount number of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of and (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (Aiv) if the number Underwriters' Maximum Number exceeds the sum of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000Registrable Securities which the Company shall be required to include in such registration pursuant to clauses (ii) and (iii) and the number of Securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such inclusion registration that number of other Securities which other persons shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to have requested be included in such offering to the extent the Registrable Securities are registration and which shall not of the same class as securities of NBCi included in be greater than such offeringexcess.

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders holders of Registrable Securities who have submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each holder’s Piggyback Request on the same terms and conditions as any securities other shares of NBCi capital stock, if any, of the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an underwritten offering advise the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total number or dollar amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success price, timing or distribution of the securities in such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering underwritten offering the number or dollar amount of Registrable Securities that, securities that in the opinion of such managing underwriter or underwriters, underwriters can be sold without materially and so adversely affecting the success such offering, and such number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among as follows: (i) first, all securities proposed to be sold by the other Holders on Company for its own account (except to the basis extent the Company seeks to avail itself of the amount second proviso of Section 3(c), in which case such number of Registrable Securities shall first be allocated to all Registrable Securities subject to such Mandatory Conversion prior to any securities proposed to be sold by the Company for its own account); (ii) second, all Registrable Securities requested to be included therein by each in such Holder; PROVIDEDregistration pursuant to Section 4, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during pro rata among such holders on the six month period after the Effective Date basis of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offeringRegistration Statement by such holders; PROVIDED FURTHER thatand (iii) third, (A) if the number of shares all other securities requested to be included by CNET is 500,000 or lessin such Registration Statement; provided that holders may, then such inclusion shall be in addition prior to the rights contained in this Section 3 and shall not be deemed earlier of the exercise by CNET (i) effectiveness of one of its Demand Registrations the Registration Statement and (Bii) if time at which the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed offering price and/or underwriter’s discount are determined with the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed withdraw their request to be included in such offering registration pursuant to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringthis Section 4.

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any securities other shares, if any, of NBCi the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) of such Underwritten Offering delivers an underwritten offering advise the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total number or dollar amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success price, timing or distribution of the securities in such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering underwritten offering the number or dollar amount of Registrable Securities that, securities that in the opinion of such managing underwriter or underwriters, underwriter(s) can be sold without materially and so adversely affecting the success such offering, and such number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among as follows: (i) first, all securities proposed to be sold by the other Holders on the basis of the amount of Company for its own account; (ii) second, all Registrable Securities requested to be included therein in such registration by each the Shareholders pursuant to Section 4, pro rata among such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during holders on the six month period after the Effective Date basis of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offeringRegistration Statement by such holders; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (Biii) if the number of shares included by CNET is more than 500,000third, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed other securities requested to be included in such offering Registration Statement by other holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Shareholder may, prior to the extent the Registrable Securities are not earlier of the same class as securities (i) effectiveness of NBCi the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s), withdraw its request to be included in such offeringregistration pursuant to this Section 4.

Priority on Piggyback Registrations. NBCi will The Corporation shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders to include therein all such holders of Registrable Securities requested to be so included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any securities other shares of NBCi capital stock, if any, of the Corporation included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an underwritten offering have informed the Corporation in writing that it is their good faith opinion to the Holders to the effect that (i) the total amount of securities that such Holders holders, the Corporation and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein offered (i) for the account of Holders willholders of Registrable Securities (other than the Corporation) and (ii) for the account of all such other Persons (other than the Corporation) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Corporation requested to be included by such other Persons (other than the Corporation) and then, if necessary, be reduced and there will reducing the securities requested to be included in such Underwritten Offering by the number holders of Registrable Securities that, in the opinion of requesting such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of registration pro rata among such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included in such Registration Statement by CNET; PROVIDED such holders. Notwithstanding anything contained herein to the contrary, the Corporation hereby agrees that in no event will CNET (i) any Piggyback Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be entitled requested by a holder of Registrable Securities to allow for a Partner Distribution and (ii) the Corporation shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER thatlanguage, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall language was not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in the initial Registration Statement, or revise such offering language if deemed reasonably necessary by such holder to the extent the Registrable Securities are not of the same class as securities of NBCi included in effect such offeringPartner Distribution.

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to rights under this Section 4 are to be sold in an underwritten offering, the Corporation shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders holders of Registrable Securities who have submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each holder’s Piggyback Request on the same terms and conditions as any securities other interests, if any, of NBCi the Corporation included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to underwritten offering advise the Holders to the effect that (i) Corporation in writing that, in their good-faith opinion, the total number or dollar amount of securities proposed to be sold in such offering exceeds the total number or dollar amount of such securities that can be sold without adversely affecting the price, timing or distribution of the securities to be included in such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights, the “Other Securities”), then there shall be included in such underwritten offering the number or dollar amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, underwriters can be sold without materially and so adversely affecting such offering (such reduction in the success number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority Registrable Securities to be included in such Underwritten Offering to underwritten offering, the full extent “Piggyback Cutback”), and such number of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among as follows: (i) first, all securities proposed to be sold by the other Holders on the basis of the amount of Corporation for its own account; (ii) second, all Registrable Securities requested to be included therein by each in such Holder; PROVIDEDregistration pursuant to Section 4, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during pro rata among such holders on the six month period after the Effective Date basis of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offeringRegistration Statement by such holders; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (Biii) if the number of shares included by CNET is more than 500,000third, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Other Securities proposed requested to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringRegistration Statement.

Priority on Piggyback Registrations. NBCi The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering underwritten offering on behalf of NBCi the Company or others who have demanded such registration to permit Holders holders of Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers offering deliver an opinion to the Holders holders of Registrable Securities to the effect that (i) the total amount of securities that which such Holders holders and NBCi the Company or others who demanded such registration propose to include in such Underwritten Offering offering exceeds the maximum amount that can be marketed (i) at a price reasonably related to the current market price of the Common Stock or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to without materially and adversely affect the success of affecting such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number holders of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be (allocated PRO RATA among the other Holders such holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, holder) and other holders of Common Stock holding "piggyback" registration rights that are PARI PASSU with those of the holders of Registrable Securities granted in compliance with Section 1.3(c) will be reduced (pro rata among all such holders and to zero if any Registration Statement is proposed necessary) to reduce the total amount of securities to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise amount recommended by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3managing underwriter or underwriters. The managing underwriter or underwriters, applying the same standard, may also (i) exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi the Company included in such offeringoffering or (ii) exclude entirely from such offering (notwithstanding the last sentence of Section 1.3(a) above) any Registrable Securities as to which powers of attorney and/or custody arrangements reasonably satisfactory to such managing underwriter or underwriters and the Company are not established in a time frame reasonably satisfactory to such parties.

Priority on Piggyback Registrations. NBCi will cause If the Registrable Stock requested to be included in a registration statement by any Holder pursuant to Section 3(a) hereof differ from the type of securities proposed to be registered by First Avenue and the managing underwriter or underwriters for the related underwritten offering advises First Avenue in writing that due to such differences the inclusion of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms Stock would cause an Adverse Effect, and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters First Avenue notifies such Holder in writing of such Underwritten Offering delivers an opinion to the Holders to the effect that advice, then (i) the total number of such Holder’s Registrable Stock to be included in the registration statement shall be reduced to an amount which, in the judgment of securities that such Holders and NBCi propose to include in managing underwriter, would eliminate such Underwritten Offering Adverse Effect or (ii) if no such reduction would, in the effect judgment of such managing underwriter, eliminate such Adverse Effect, then First Avenue shall have the potential withdrawal of any right to exclude all such Registrable Securities Stock from such registration statement; provided, however, that no other securities that are the same as, or similar to, the Registrable Stock that have been requested to be included in a registration statement by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)3(a) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially hereof are included and adversely affect the success of such offering, then the amount of securities to be included therein offered for the account of Holders will, if necessary, any other person (other than First Avenue) in such registration statement. Any partial reduction in the number of Registrable Stock to be reduced and there will included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio that the number of Registrable Stock that each such Holder requested to be included in such Underwritten Offering registration statement, as the case may be, bears to the amount represented by the total number of Registrable Stock that all Holders requested to be included in such registration statement. If the Registrable Stock requested to be included in the registration statement pursuant to Section 3(a) hereof are of the same type as the securities being registered by First Avenue and the managing underwriter advises First Avenue in writing that the inclusion of such Registrable Stock would cause an Adverse Effect, and First Avenue notifies the requesting Holders in writing of such advice, then First Avenue will be obligated to only include in such registration statement that number of Registrable Stock, if any, which, in the judgment of the managing underwriter, would not have an Adverse Effect. Any partial reduction in the number of Registrable Securities that, Stock to be included in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the a registration and NBCi shall receive priority in such Underwritten Offering statement pursuant to the full extent immediately preceding sentence shall be affected pro rata based on the ratio that the number of the Registrable Securities Stock that each such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein in such registration statement, as the case may be, bears to the amount represented by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date total number of the Initial CNET Demand, Registrable Securities Stock that all Holders requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (Bregistration statement. Notwithstanding the foregoing in Section 3(b) all of hereof, if after a Demand Request by the Registrable Securities requested Holders pursuant to be included by CNET; PROVIDED that in no event will CNET be entitled Section 2(a) hereof, First Avenue first initiates a proposal to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of register securities for its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations own account pursuant to this Section 3. The managing underwriter or underwriters, applying then the same standard, may also exclude entirely from such offering all Registrable Securities proposed Demand Registration requested pursuant to Section 2(a) hereof shall be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringgiven priority.

Priority on Piggyback Registrations. NBCi will cause If the managing underwriter or underwriters of a proposed Registration Statement for which the Partnership gives notice under this Section 3 is for an Underwritten Offering on behalf of NBCi to permit Holders Offering, then any Holder’s ability to include therein its desired amount of Registrable Securities in such Registration Statement shall be conditioned on such Holder’s inclusion of all such Registrable Securities requested to be so included on in the same terms and conditions as any securities of NBCi included therein. Notwithstanding Underwritten Offering; provided, that, in the foregoing, if event that the managing underwriter or underwriters of such Underwritten Offering delivers an advises the Partnership and the Holder in writing that in its opinion to the Holders to inclusion of all or some Registrable Securities would adversely and materially affect the effect that (i) timing or success of the total amount of securities that such Holders and NBCi propose to Underwritten Offering, the Partnership will include in such Underwritten Offering or such amount of Registrable Securities that the managing underwriter advises may be sold in such offering as follows: (i) in the event of a Demand Underwritten Offering, first, the Registrable Securities to be included by the Holder(s) requesting such Demand Underwritten Offering, second, the Common Units to be included by the Partnership, to the extent it elects to sell Common Units in such Demand Underwritten Offering; and third, the Common Units, if any, proposed to be included in such Demand Underwritten Offering by any other holders of Common Units; (ii) in the effect event of a Piggyback Registration in connection with an Underwritten Offering of Common Units on behalf of a holder of Common Units other than the potential withdrawal of any Registrable Securities by any Holder Partnership (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such other than a Demand Underwritten Offering), is such as first, the Common Units requested to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering by the holder of Common Units that demanded such Underwritten Offering; second, the Common Units requested to be included in such Underwritten Offering by the Partnership; third, the Registrable Securities owned by any Holder, pro rata based on the number of Registrable Securities thatinitially requested by them to be included in such Underwritten Offering and fourth, the Common Units, if any, proposed to be included in the opinion Underwritten Offering by any other holders of Common Units; or (iii) in the event of a Piggyback Registration in connection with an Underwritten Offering of Common Units that is initiated by the Partnership for a primary offering of Common Units by the Partnership, first, the Common Units to be included in such Underwritten Offering by the Partnership; second, the Registrable Securities owned by any Holder, pro rata based on the number of Registrable Securities initially requested by them to be included in such Underwritten Offering; and third, the Common Units, if any, proposed to be included in the Underwritten Offering by any other holders of Common Units. No Holder may participate in an Underwritten Offering unless such Holder agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter or underwritersunderwriter; provided, can be sold without materially and adversely affecting such notice is delivered prior to the success launch of such Underwritten Offering. The securities of any Holder Partnership shall have the right to terminate or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if withdraw any Registration Statement is proposed or Underwritten Offering initiated by it prior to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise Registration Statement or the lesser of (A) at least 25% pricing date of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER thatUnderwritten Offering, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringapplicable.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of If the Registrable Securities requested to be included in the Piggyback Registration by CNET; PROVIDED any Holder differ from the type of securities proposed to be registered by the Company and the managing Underwriter advises the Company that in no event will CNET be entitled due to include more than 1,000,000 such differences the inclusion of such Registrable Securities in such offering; PROVIDED FURTHER thatwould cause a Pricing Material Adverse Effect, then (Ai) if the number of shares such Holders' Registrable Securities to be included by CNET is 500,000 in the Piggyback Registration shall be reduced to an amount which, in the opinion of the managing Underwriter, would eliminate such Pricing Material Adverse Effect or less(ii) if no such reduction would, in the opinion of the managing Underwriter, eliminate such Pricing Material Adverse Effect, then the Company shall have the right to exclude all such inclusion Registrable Securities from such Piggyback Registration, provided, that no other securities of such type are included and offered for the account of any other Person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration pursuant to clause (i) of the immediately preceding sentence shall be in addition effected pro rata based on the ratio which such Holder's requested shares bears to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the total number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed requested to be included in such offering Piggyback Registration by all Persons other than the Company who have the contractual right to the extent request that their shares be included in such registration statement and who have requested that their shares be included. If the Registrable Securities requested to be included in the registration statement are not of the same class type as the securities being registered by the Company and the managing Underwriter advises the Company that the inclusion of NBCi such Registrable Securities would cause a Pricing Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such offeringregistration statement by all Persons (other than the Person or Persons initiating such registration request) who have the contractual right to request that their shares be included in such registration statement and who have requested their shares be included. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any such Holder's requested shares are included. If another security holder initiated the registration, then the Company may not include any of its securities in such registration statement unless all Registrable Securities requested to be included in the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 2.02(b) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Securities in such registration statement prior to its effectiveness.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is an underwritten offering by or through one or more underwriters of recognized standing and the managing underwriter underwriters advise the party or underwriters parties initiating such offering in writing (a copy of a proposed Underwritten Offering on behalf which writing shall be provided to the Holders) that in their good faith judgment the number of NBCi to permit Holders to include therein all such Registrable Securities securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering registration exceeds the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, which can be sold in such offering without materially and adversely affecting the success marketability of the offering, then any such Underwritten Offering. The securities registration shall include the maximum number of any Holder or Holders of securities initiating the registration and NBCi shall receive priority shares that such managing underwriters advise can be sold in such Underwritten Offering offering allocated as follows: (x) if the Company has initiated such offering, (i) first, the securities the Company proposes to sell, and (ii) second, to the full extent of that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, (A) the Registrable Securities to be included in such Holder or registration by the Holders and NBCi desire the holders of Registrable Securities (as defined in the Gulfport Investor Rights Agreement), with all such additional securities to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other Holders holders), based on the basis of the amount of Registrable Securities and other securities requested to be included therein, and then, if any additional securities may be included (B) to such additional securities on a pro rata basis (or in such other proportion mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Gulfport Investor Rights Agreement) has initiated such offering (i) first, the securities the holders under the Gulfport Investor Rights Agreement propose to sell together with the securities the Holders of Registrable Securities hereunder propose to sell on a pro rata basis (or in such other proportion mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by each the underwriters as aforesaid, all such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether other securities on a pro rata basis (or not for sale for NBCi's own account during in such other proportion mutually agreed upon among such other holders) based on the six month period after the Effective Date amount of the Initial CNET Demand, Registrable Securities securities requested to be included therein, and (z) if a party other than the Company or a holder under the Gulfport Investor Rights Agreement initiated such offering, securities proposed to be sold by CNET will comprise the lesser of (A) at least 25% of Company, and the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering registration by the Holders, with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among the extent Company, the Holders and such other holders), based on the amount of Registrable Securities are not of the same class as and other securities of NBCi requested to be included in such offeringtherein.

Priority on Piggyback Registrations. NBCi will The Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders to include therein all such holders of Registrable Securities requested to be so included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any securities other shares of NBCi capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to underwritten offering have informed the Holders to the effect that (i) Company in writing that, in its view, the total amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein offered (i) for the account of Holders willholders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, be reduced and there will reducing the securities requested to be included in such Underwritten Offering by the number holders of Registrable Securities that, in the opinion of requesting such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of registration pro rata among such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included in such Registration Statement by CNET; PROVIDED such holders. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that in no event will CNET (i) any Piggyback Registration shall contain all language (including, without limitation, on the Prospectus cover page, the principal stockholders’ table and the plan of distribution) as may be entitled reasonably requested by a holder of Registrable Securities to allow for a Partner Distribution and (ii) the Company shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include more than 1,000,000 such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder of Registrable Securities in to effect such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringPartner Distribution.

Priority on Piggyback Registrations. NBCi will The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders to include therein all such holders of Registrable Securities requested to be so included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any securities other shares of NBCi capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an underwritten offering have informed the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein offered (i) for the account of Holders willholders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company) and then, if necessary, be reduced and there will reducing the securities requested to be included in such Underwritten Offering by the number holders of Registrable Securities that, in the opinion of requesting such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of registration pro rata among such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included in such Registration Statement by CNET; PROVIDED such holders. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that in no event will CNET (i) any Piggyback Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal unitholders’ chart and the plan of distribution) as may be entitled requested by a holder of Registrable Securities to allow for a Partner Distribution and (ii) the Company shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER thatlanguage, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall language was not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in the initial Registration Statement, or revise such offering language if deemed reasonably necessary by such holder to the extent the Registrable Securities are not of the same class as securities of NBCi included in effect such offeringPartner Distribution.

Priority on Piggyback Registrations. NBCi Xoom will cause the ----------------------------------- managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi Xoom to permit Holders NBC to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi Xoom included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an a written opinion to the Holders NBC to the effect that (i) the total amount of securities that such Holders NBC and NBCi Xoom propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder NBC (except any Holder who if NBC has theretofore waived such Holder's its right to withdraw all or part of its Registrable Securities pursuant to Section 4(a3(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders NBC will, if necessary, be reduced and there will be included in such Underwritten Offering underwritten offering the number of Registrable Securities that, in the written opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The , the securities of any Holder holder or Holders holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities securities such Holder holder or Holders and NBCi holders desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA pro rata among the NBC and any other Holders holders on the basis of the --- ---- amount of Registrable Securities securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3holder. The managing underwriter or Registration Rights Agreement underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi Xoom included in such offering.

Priority on Piggyback Registrations. NBCi will The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders to include therein all such holders of Registrable Securities requested to be so included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any securities other shares of NBCi capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an underwritten offering have informed the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein offered (i) for the account of Holders willholders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company, the Qualified Holders, Xxxxxxx Xxxxx and the Management Stockholders) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company, the Qualified Holders, Xxxxxxx Xxxxx and the Management Stockholders) and then, if necessary, be reduced and there will reducing the securities requested to be included in such Underwritten Offering by the number holders of Registrable Securities that, in the opinion of requesting such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of registration pro rata among such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included in such Registration Statement by CNET; PROVIDED such holders. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that in no event will CNET (i) any Piggyback Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be entitled requested by a holder of Registrable Securities to allow for a Partner Distribution and (ii) the Company shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER thatlanguage, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall language was not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in the initial Registration Statement, or revise such offering language if deemed reasonably necessary by such holder to the extent the Registrable Securities are not of the same class as securities of NBCi included in effect such offeringPartner Distribution.

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 6 are to be sold in an Underwritten Offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed Underwritten Offering on behalf of NBCi to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any securities other securities, if any, of NBCi the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) of such Underwritten Offering delivers an advise the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total number or dollar amount of securities that such Holders Holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success price, timing or distribution of the securities in such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities that, securities that in the opinion of such managing underwriter or underwriters, underwriter(s) can be sold without materially and so adversely affecting the success such offering, and such number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA as follows: (i) first, all securities proposed to be sold by the Company for its own account; (ii) second, all Registrable Securities requested to be included in such registration by the Holders pursuant to this Section 6, pro rata among the other such Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offeringRegistration Statement by such Holders; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (Biii) if the number of shares included by CNET is more than 500,000third, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed other securities requested to be included in such offering Registration Statement by other Holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Holder may, prior to the extent the Registrable Securities are not effectiveness of the same class as securities of NBCi Registration Statement, withdraw its request to be included in such offeringregistration pursuant to this Section 6.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is an underwritten registration, and the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion shall give written advice to the Holders to the effect that Company of an Underwriters’ Maximum Number, then: (i) the total amount of securities that such Holders Company and NBCi propose any other stockholder exercising demand registration rights shall be entitled to include in such Underwritten Offering or registration that number of securities which the Company and such other stockholders proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters’ Maximum Number; (ii) if the effect Underwriters’ Maximum Number exceeds the number of securities which the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived Company and the other stockholders exercising demand registration rights proposes to offer and sell in such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offeringregistration, then the amount Company will be obligated and required to include in such registration that number of securities Investor Registrable Securities requested by the Holders thereof to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of registration and which does not exceed such excess and such Investor Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA pro rata among the other Holders thereof on the basis of the amount number of Investor Registrable Securities requested to be included therein by each such Holder; PROVIDED(iii) if the Underwriters’ Maximum Number exceeds the sum of the number of the Investor Registrable Securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company and stockholders exercising demand registration rights proposes to offer and sell for its own account in such registration, HOWEVER, if any Registration Statement is proposed then the Company will be obligated and required to include in such registration that number of Other Registrable Securities requested by the Holders thereof to be filed by NBCi whether or included in such registration and which does not for sale for NBCi's own account during exceed such excess and such Other Registrable Securities shall be allocated pro rata among the six month period after Holders thereof on the Effective Date basis of the Initial CNET Demand, number of Other Registrable Securities requested to be included therein by CNET will comprise the lesser of each such Holder, and (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (Aiv) if the number Underwriters’ Maximum Number exceeds the sum of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000the Investor Registrable Securities which the Company shall be required to include in such registration pursuant to clauses (ii) and (iii) and the number of securities which the Company and stockholders exercising demand registration rights proposes to offer and sell for its own account in such registration, then the Company may include in such inclusion registration that number of other securities which Persons shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to have requested be included in such offering to the extent the Registrable Securities are registration and which shall not of the same class as securities of NBCi included in be greater than such offeringexcess.

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 2(c) are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders holders of Registrable Securities who have submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each holder’s Piggyback Request on the same terms and conditions as any securities other shares of NBCi capital stock, if any, of the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an underwritten offering advise the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total number or dollar amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success price, timing or distribution of the securities in such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering underwritten offering the number or dollar amount of Registrable Securities that, securities that in the opinion of such managing underwriter or underwriters, underwriters can be sold without materially and so adversely affecting the success such offering, and such number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among as follows: (i) first, all securities proposed to be sold by the other Holders on the basis of the amount of Company for its own account; (ii) second, all Registrable Securities requested to be included therein by each in such Holder; PROVIDEDregistration pursuant to Section 2(c), HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during pro rata among such holders on the six month period after the Effective Date basis of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offeringRegistration Statement by such holders; PROVIDED FURTHER thatand (iii) third, (A) if the number of shares all other securities requested to be included by CNET is 500,000 or lessin such Registration Statement; provided that holders may, then such inclusion shall be in addition prior to the rights contained in this Section 3 and shall not be deemed earlier of the exercise by CNET (i) effectiveness of one of its Demand Registrations the Registration Statement and (Bii) if time at which the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed offering price and/or underwriter’s discount are determined with the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed withdraw their request to be included in such offering registration pursuant to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringthis Section 2(c).

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Article I are to be sold in an underwritten offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi such underwritten offering to permit Holders holders of Registrable Securities who have submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each holder’s Piggyback Request on the same terms and conditions as any securities other shares of NBCi Common Stock, if any, of the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to underwritten offering advise the Holders to the effect Company in writing that (i) the total number or dollar amount of securities that such Holders holders, the Company and NBCi propose any other persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success price, timing or distribution of the securities in such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering underwritten offering the number or dollar amount of the Registrable Securities that, so requested that in the opinion of such managing underwriter or underwriters, underwriters can be sold without materially and so adversely affecting the success such offering, and such number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among as follows: (a) first, to the other Holders on the basis Company, and (b) second, to each of the amount Holders requesting inclusion of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 their Registrable Securities in such offeringunderwritten offering pursuant to this Article I (on a pro rata basis based on the total number of Registrable Securities then held by each such Holder who is requesting inclusion); PROVIDED FURTHER thatprovided, (A) if however, that the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such underwritten offering to the extent the Registrable Securities are shall not be reduced unless all other securities of the same class as securities Company held by (i) officers, directors, other employees of NBCi included in such offeringthe Company and consultants and (ii) other holders of the Company’s capital stock with registration rights, are first entirely excluded from the underwriting and registration.

Priority on Piggyback Registrations. NBCi The Company and OPCO will ----------------------------------- cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi the Company and OPCO to permit Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi the Company and OPCO included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers deliver an opinion to the Holders to the effect that (i) the total amount of securities that which such Holders and NBCi the Company and OPCO propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) hereof) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in (allocated pro rata among such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis --- ---- of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, ) will be reduced (to zero if any Registration Statement is proposed necessary) to reduce the total amount of securities to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise amount recommended by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3managing underwriter or underwriters. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Registerable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi the Company included in such offering.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of If a proposed Piggyback Registration is an Underwritten Offering on behalf and the Managing Underwriters advise the party or parties initiating such offering in writing (a copy of NBCi which writing shall be provided to permit Holders to include therein all such Registrable Securities the Holders) that in their good faith judgment the number of securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering registration exceeds the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, which can be sold in such offering without materially and adversely affecting the success marketability of the offering, then any such Underwritten Offering. The securities registration shall include the maximum number of any Holder or Holders of securities initiating the registration and NBCi shall receive priority shares that such Managing Underwriters advise can be sold in such Underwritten Offering offering allocated as follows: (x) if the Limited Partnership has initiated such offering, (i) first, the securities the Limited Partnership proposes to sell, and (ii) second, to the full extent of that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, (A) the Registrable Securities to be included in such Holder or registration by the Holders and NBCi desire the holders of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement and in the Investor Rights Agreement), with all such additional securities to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other Holders holders), based on the basis of the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other basis mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement or the Investor Rights Agreement, as applicable) has initiated such offering, (i) first, the securities the initiating holder(s) propose to sell together with the securities the Holders of Registrable Securities hereunder and the holder of Registrable Securities as defined in the Mammoth Holdings Registration Rights Agreement or the Investor Rights Agreement, as applicable, propose to sell on a pro rata basis (or in such other basis mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by each the underwriters as aforesaid, all such Holder; PROVIDED, HOWEVERother securities on a pro rata basis (or in such other proportion mutually agreed upon among the Limited Partnership, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during applicable, and such other holders) based on the six month period after the Effective Date amount of the Initial CNET Demand, Registrable Securities securities requested to be included therein, and (z) if a party other than the Limited Partnership or a holder under the Mammoth Holdings Registration Rights Agreement or the Investor Rights Agreement initiated such offering, (i) first, the securities such other party proposes to sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by CNET will comprise the lesser of (A) at least 25% of underwriters as aforesaid, securities proposed to be sold by the Limited Partnership, and the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to registration by the extent Holders, the holders of Registrable Securities are not as defined in the Mammoth Holdings Registration Rights Agreement and the holder of Registrable Securities as defined in the same class as Investor Rights Agreement, with such additional securities of NBCi to be included on a pro rata basis (or in such offeringother basis mutually agreed among the Limited Partnership, the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein.

Priority on Piggyback Registrations. NBCi will The Corporation shall cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders to include therein all such holders of Registrable Securities requested to be so included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any securities similar securities, if any, of NBCi the Corporation or any selling security holder included therein. Notwithstanding the foregoing; provided, however, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect underwritten offering determine in good faith that (i) the total amount number of securities that such Holders holders, the Corporation, and NBCi any other persons having rights to participate in such registration, propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success of such offering, then (i) if such Piggyback Registration is a primary registration on behalf of the Corporation, the securities to be offered shall be allocated as follows: (A) first, up to the full number of securities to be offered by the Corporation shall be included in such registration, (B) then to the extent an amount of securities recommended by the managing underwriters remains available, up to that amount of securities shall be included in such registration for the account of the holders of the Registrable Securities (allocated among them pro rata in proportion to their respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included therein in such offering to the amount recommended by such managing underwriters), and (C) to the extent an amount of securities recommended by the managing underwriters remains available, up to that amount of securities shall be included in such registration for the account of Holders will, if necessary, be reduced and there will all such other persons (allocated among them pro rata in proportion to the respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included in such Underwritten Offering offering to the amount recommended by such managing underwriters), and (ii) if such Piggyback Registration is an underwritten secondary registration on behalf of the holders of securities of the Corporation, the Corporation shall include in such registration: (A) first, up to the full number of securities of such persons exercising "demand" registration rights that in the opinion of such underwriter can be sold (allocated among such holders as they may so determine), and (B) second, the number of Registrable Securities securities included in such registration pursuant to this Section 2.3 in excess of the securities such persons exercising "demand" registration rights proposed to sell that, in the opinion of such managing underwriter or underwritersunderwriter, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be (allocated PRO RATA among the other Holders pro rata on the basis of the aggregate dollar amount of Registrable Securities securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringtherein).

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of the Company’s securities (other than Registrable Ordinary Shares or Mount Sinai) or on behalf of the Company where the use of proceeds includes a Stock Repurchase, and the managing underwriter or underwriters advises the Company in writing that in its opinion the number of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities securities requested to be included in such offering exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such offering the maximum number of shares that such underwriter advises can be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoingsold without having such effect, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that allocated (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior first, to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities requested to be included therein for by the account of Holders will, if necessary, be reduced and there will be included in holder(s) requesting such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of any Mount Sinai Registrable Securities requested to be included therein by each therein, pro rata among the holders of such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed securities on the basis of the number of shares requested to be filed by NBCi whether included therein (only in the event that the Mount Sinai Registration Rights Agreement has not then been terminated or not for sale for NBCi's own account during otherwise expired), and (ii) second, to other securities (including the six month period after the Effective Date of the Initial CNET Demand, Mount Sinai Registrable Securities and Registrable Ordinary Shares) requested to be included by CNET will comprise other security holders, the lesser of (A) at least 25% Company, Mount Sinai and the Investor, pro rata among such holder(s), the Company, Mount Sinai and the Investor on the basis of the Registrable Securities included in such offering or (B) all number of the Registrable Securities shares requested to be included by CNET; PROVIDED them. If a Piggyback Registration is initiated as an underwritten offering on behalf of Mount Sinai, and the managing underwriter advises the Company in writing that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if its opinion the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed securities requested to be included in such offering exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such offering the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the extent securities requested to be included therein by Mount Sinai (only in the event that the Mount Sinai Registration Rights Agreement has not then been terminated or otherwise expired), and (ii) second, to other securities (including Registrable Securities are not Ordinary Shares) requested to be included by other security holders, the Company and the Investor, pro rata among such holder(s), the Company and the Investor on the basis of the same class as securities number of NBCi shares requested to be included in such offeringby them.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is an underwritten registration and the managing underwriter or underwriters underwriter(s) for the offering advises the Corporation in writing that in its opinion the number of a proposed Underwritten Offering on behalf shares of NBCi to permit Holders to include therein all such Qualified Registrable Securities requested or proposed to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering registration exceeds the number which can be sold in such offering without materially affecting the offering price of Registrable Securities thatthe securities proposed to be included therein, the Corporation will include in such registration (i) first, to the extent such securities of the Corporation may be included in such Qualified Registration without materially Registration affecting the offering price thereof, in the opinion of such managing underwriter or underwritersunderwriter(s), can (a) if such registration is initiated by the Corporation proposing to register any of its Common Equity Securities, such Common Equity Securities proposed to be sold by the Corporation, and (b) the securities of holders of securities of the Corporation (other than Selling Shareholder, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to Selling Shareholder, in each case in accordance with the agreement(s) with respect to such registration rights between the Corporation and such holders; (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially and adversely affecting the success offering price of the securities referred to in clause (i), in the opinion of such Underwritten Offering. The managing underwriter(s), the Qualified Registrable Securities granted to each of the holders entitled to the benefits of registration rights previously granted to HSB Group, Inc., if the holder has requested inclusion of their Qualified Registrable Securities, and then on a pro rata basis based on the total number of Qualified Registrable Securities of HSB Group, Inc. then held by each such holder, and (iii) third, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by Selling Shareholder to be included in such Piggyback Registration pursuant to subsection 2.1 and any other securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority Corporation held by persons other than Selling Shareholder having rights to participate in such Underwritten Offering Piggyback Registration which are non-preferential to the full extent of the Registrable Securities Selling Shareholder, pro rata among all such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders holders on the basis of the amount total number of shares of securities of the Corporation, including Qualified Registrable Securities Securities, requested by each such holder to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3therein. The managing underwriter or underwriters, applying shall have the same standard, may also right to exclude entirely from such offering up to all Qualified Registrable Securities proposed that are in excess of 15% of the aggregate number of shares to be included in such offering to from the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringregistration.

Priority on Piggyback Registrations. NBCi will The Company shall use ----------------------------------- commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf underwritten offering of NBCi Common Stock to permit Holders to include therein all such holders of Registrable Securities requested to be so included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any securities similar equity securities, if any, of NBCi the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect underwritten offering determine in good faith that (i) the total amount number of securities that such Holders holders, the Company, and NBCi any other persons having rights to participate in such registration, propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success of such offering, then (x) if such Piggyback Registration is a primary registration on behalf of the amount Company, the securities to be offered (i) for the Purchaser and (ii) for the account of all other persons other than the Company shall be reduced or limited pro rata in --- ---- proportion to the respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering offering to the amount recommended by such managing underwriters, and (y) if such Piggyback Registration is an underwritten secondary registration on behalf of holders of equity securities of the Company, the Company shall include in such registration: (A) first, up to the full number of securities of such persons exercising "demand" registration rights that in the opinion of such underwriter can be sold (allocated among such holders as they may so determine), and (B) second, the number of Registrable Securities included in such registration pursuant to this Section 3 or "piggy-back" registration rights --------- contained in the other registration rights agreements in excess of the securities such persons exercising "demand" registration rights propose to sell that, in the opinion of such managing underwriter or underwritersunderwriter, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be offering (allocated PRO RATA among the other Holders pro rata on the --- ---- basis of the aggregate dollar amount of Registrable Securities securities owned). Notwithstanding the foregoing, to the extent that the priority provisions set forth in this Section 3(b) are inconsistent with the priority provisions set ------------ forth in any existing Registration Rights Agreements of the Company, then the priority provisions contained in such Registration Rights Agreements will control with respect to the shares of Common Stock requested to be included therein by each pursuant to such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or Rights Agreements. The provisions of this paragraph shall not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if increase the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations Registrable Securities that a holder could otherwise include pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not 3 by reason of the same class as securities of NBCi included allocation --------- contained in such offeringthe immediately preceding paragraph.

Priority on Piggyback Registrations. NBCi will The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders to include therein all such holders of Registrable Securities requested to be so included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any securities other shares of NBCi capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an underwritten offering have informed the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein offered (i) for the account of Holders willholders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company) and then, if necessary, be reduced and there will reducing the securities requested to be included in such Underwritten Offering by the number holders of Registrable Securities that, in the opinion of requesting such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of registration pro rata among such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included in such Registration Statement by CNET; PROVIDED such holders. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that in no event will CNET (i) any Piggyback Registration that is a "shelf" registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal unitholders' chart and the plan of distribution) as may be entitled requested by a holder of Registrable Securities to allow for a Partner Distribution and (ii) the Company shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER thatlanguage, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall language was not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in the initial Registration Statement, or revise such offering language if deemed reasonably necessary by such holder to the extent the Registrable Securities are not of the same class as securities of NBCi included in effect such offeringPartner Distribution.

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 6 are to be sold in an Underwritten Offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed Underwritten Offering on behalf of NBCi to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any securities other securities, if any, of NBCi the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) of such Underwritten Offering delivers an opinion to advise the Holders to the effect Company in writing that (i) it is their good faith determination the total number or dollar amount of securities that such Holders Holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success price, timing or distribution of the securities in such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities that, securities that in the opinion of such managing underwriter or underwriters, underwriter(s) can be sold without materially and so adversely affecting the success such offering, and such number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA as follows: (i) first, all securities proposed to be sold by the Company for its own account; (ii) second, all Registrable Securities requested to be included in such registration by the Holders pursuant to this Section 6, pro rata among the other such Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offeringRegistration Statement by such Holders; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (Biii) if the number of shares included by CNET is more than 500,000third, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed other securities requested to be included in such offering Registration Statement by other Holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Holder may, prior to the extent the Registrable Securities are not effectiveness of the same class as securities of NBCi Registration Statement, withdraw its request to be included in such offeringregistration pursuant to this Section 6.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of If a proposed Piggyback Registration is an Underwritten Offering on behalf and the Managing Underwriters advise the party or parties initiating such offering in writing (a copy of NBCi which writing shall be provided to permit Holders to include therein all such Registrable Securities the Holders) that in their good faith judgment the number of securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering registration exceeds the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, which can be sold in such offering without materially and adversely affecting the success marketability of the offering, then any such Underwritten Offering. The securities registration shall include the maximum number of any Holder or Holders of securities initiating the registration and NBCi shall receive priority shares that such Managing Underwriters advise can be sold in such Underwritten Offering offering allocated as follows: (x) if the Limited Partnership has initiated such offering, (i) first, the securities the Limited Partnership proposes to sell, and (ii) second, to the full extent of that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, (A) the Registrable Securities to be included in such Holder or registration by the Holders and NBCi desire the holders of Registrable Securities (as defined in the Investor Rights Agreement and in the Rhino Registration Rights Agreement), with all such additional securities to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other Holders holders), based on the basis of the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other basis mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Investor Rights Agreement) has initiated such offering, (i) first, the securities the holders under the Investor Rights Agreement propose to sell together with the securities the Holders of Registrable Securities hereunder and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, propose to sell on a pro rata basis (or in such other basis mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by each the underwriters as aforesaid, all such Holder; PROVIDED, HOWEVERother securities on a pro rata basis (or in such other proportion mutually agreed upon among the Limited Partnership, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during applicable, and such other holders) based on the six month period after the Effective Date amount of the Initial CNET Demand, Registrable Securities securities requested to be included therein, and (z) if a party other than the Limited Partnership or a holder under the Investor Rights Agreement initiated such offering, (i) first, the securities such other party proposes to sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by CNET will comprise the lesser of (A) at least 25% of underwriters as aforesaid, securities proposed to be sold by the Limited Partnership, and the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to registration by the extent Holders, the holders of Registrable Securities are not as defined in the Investor Rights Agreement and the holders of Registrable Securities as defined in the same class as Rhino Registration Rights Agreement, with such additional securities of NBCi to be included on a pro rata basis (or in such offeringother basis mutually agreed among the Limited Partnership, the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein.

Priority on Piggyback Registrations. NBCi will cause the managing ----------------------------------- underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA pro rata among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDEDprovided, HOWEVERhowever, if any -------- ------- Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED provided that in no event will CNET be entitled to include -------- more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER provided further -------- ------- that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offering.

Priority on Piggyback Registrations. NBCi will cause If the managing underwriter advises the Company that the total number or underwriters dollar amount of securities requested to be included in the registration exceeds the number or dollar amount of securities that can be sold without adversely affecting the pricing of the offering, the Company will include the maximum number of securities in the registration as the Company and its advisors in good faith determine may be included without a proposed Underwritten Offering material adverse consequence on behalf the offering, in the following order of NBCi priority: (i) first, all securities the Company proposes to permit sell; (ii) second, up to the full number or dollar amount of Registrable Securities held by the Holders and their Affiliates requested to include therein all such be included in the registration (allocated pro rata among the Holders and their Affiliates), and then pro rata among the other holders of Registrable Securities other than the Holders and their Affiliates, if any, in each case, on the basis of the dollar amount or number of Registrable Securities requested to be so included on included, as the case may be); and (iii) third, any other securities (provided they are of the same terms and conditions class as any the securities of NBCi included therein. Notwithstanding sold by the foregoingCompany) requested to be included, if allocated among the managing underwriter or underwriters holders of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or proportions as the Company and those holders may agree; PROVIDED, that at least twenty-five percent (ii25%) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right requested to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering registration shall have been included in the number offering; PROVIDED, FURTHER, that the holders of Registrable Securities that, shall not be subject to any cutback in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during in the six month period after the Effective Date registration unless all other holders of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed securities requesting to be included in such offering registration have been excluded from such registration. In the event that the managing underwriter advises the Company that an underwriters' over-allotment option is necessary or advisable, the allocation provided for in this Section 4(b) shall apply to the extent the Registrable Securities determination of which securities are not of the same class as securities of NBCi to be included in the primary portion of such offeringregistration.

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 2.1(b) are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any securities other shares of NBCi capital stock, if any, of the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) of such Underwritten Offering delivers an underwritten offering advise the Company in writing that it is their good faith reasonable opinion to the Holders to the effect that (i) the total number or dollar amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success price or marketing of the securities in such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering underwritten offering the number or dollar amount of Registrable Securities that, securities that in the opinion of such managing underwriter or underwriters, underwriter(s) can be sold without materially and so adversely affecting the success such offering, and such number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among as follows: (i) first, all securities proposed to be sold by the other Holders on Company for its own account; (ii) second, all securities proposed to be sold pursuant to the basis exercise of the amount of any demand registration rights; and (iii) all Registrable Securities requested to be included therein by each in such Holder; PROVIDEDregistration pursuant to this Section 2.1(b), HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during pro rata among such holders on the six month period after the Effective Date basis of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included Registration Statement by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering holders together with all Registrable Securities proposed other securities requested to be included in such offering Registration Statement by other stockholders of the Company who have piggyback registration rights; provided that holders may, prior to the extent the Registrable Securities are not earlier of the same class as securities (i) effectiveness of NBCi the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s), withdraw their request to be included in such offeringregistration pursuant to this Section 2.1(b).

Priority on Piggyback Registrations. NBCi will The Corporation shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders Registrable Securities in respect of which the Stockholders have submitted a timely request for inclusion in response to a Piggyback Notice in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in the Stockholders’ response on the same terms and conditions as any securities other shares of NBCi capital stock, if any, of the Corporation included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to underwritten offering have informed the Holders to the effect that (i) Corporation in writing that, in their view, the total amount of securities that such Holders holders, the Corporation and NBCi propose any other Persons having rights to participate in such registration intend to include in such Underwritten Offering or offering exceeds the largest amount (iithe “Section 5(b) Sale Amount”) that can be sold in an orderly manner in such underwritten offering without adversely affecting the effect price of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders registration an amount of securities initiating not exceeding the registration Section 5(b) Sale Amount, and NBCi shall receive priority in such Underwritten Offering to the full extent amount of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, securities shall be allocated PRO RATA as follows: first, (x) 100% of the securities that the Corporation, or any person other than the Stockholders exercising a contractual right pursuant to a registration rights agreement entered into prior to the date hereof (excluding the Sellers Registration Rights Agreement) to demand registration, as the case may be, requests to be registered, (y) in the event that the Sellers exercise a contractual right to demand an underwritten offering pursuant to the terms of the Sellers Registration Rights Agreement, pro rata among the Sellers and the Stockholders or (z) in the event that any Person other Holders than the Stockholders or the Sellers exercises a contractual right to demand an underwritten offering pursuant to a registration rights agreement entered into after the date hereof, pro rata among the Stockholders, the Sellers (if the Sellers have requested securities be included in such registration) and such Person; second, and only if all the securities referred to in clause (i)(x) have been included, pro rata among the Stockholders, the Sellers (if the Sellers have requested securities be included in such registration) and any other Person requesting registration pursuant to a contractual right to piggyback pursuant to a registration rights agreement entered prior to the date hereof; and third, and only if all the securities referred to in clause (ii) have been included, pro rata among all Persons (other than the Persons included in clauses (i) and (ii) above) requesting that securities be included in such registration, on the basis of the amount number of Registrable Securities requested to be included therein securities then owned by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during Person (other than the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities Persons included in such offering or clauses (Bi) all of and (ii) above) requesting registration in relation to the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the aggregate number of shares securities owned by all such Persons (other than the Persons included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations clauses (i) and (Bii) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringabove) requesting registration.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is an underwritten registration, and the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion shall give written advice to the Holders to the effect that Company of an Underwriters’ Maximum Number, then: (i) if the total amount of securities that such Holders and NBCi propose registration has been initiated by the Company, then (A) the Company shall be entitled to include in such Underwritten Offering or registration the maximum number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters’ Maximum Number, (iiB) if the effect Underwriters’ Maximum Number exceeds the number of securities which the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived Company proposes to offer and sell for its own account in such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offeringregistration, then the amount Company will be obligated and required to include in such registration the maximum number of securities Registrable Securities requested by the Holders (on a pro rata basis based on such Holders’ respective ownership of Registrable Securities) to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering registration and which does not exceed such excess, and (C) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities that, which the Company shall be required to include in such registration pursuant to the opinion of such managing underwriter or underwriters, can be sold without materially foregoing clause (B) and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders number of securities initiating which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons shall have requested be included in such registration and which shall not be greater than such excess; and (ii) if the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for salehas been initiated by any other Person(s), if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of then (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET Company shall be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if registration the maximum number of shares included by CNET is 500,000 or lesssecurities which such other Person(s) propose to offer and sell for their own account in such registration and which does not exceed the Underwriters’ Maximum Number, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the Underwriters’ Maximum Number exceeds the number of shares included by CNET is more than 500,000securities which such other Person(s) proposes to offer and sell for their own account in such registration, then the Company will be obligated and required to include in such inclusion shall be deemed registration the exercise by CNET maximum number of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed requested by the Holders (on a pro rata basis based on such Holders’ respective ownership of Registrable Securities) to be included in such offering registration and which does not exceed such excess, (C) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to the extent foregoing clauses (A) and (B), then the Registrable Securities are not Company may include in such registration that number of other securities which the Company and/or any other holders of the same class as Company’s securities of NBCi be included in such offeringregistration and which shall not be greater than such excess.

Priority on Piggyback Registrations. NBCi will cause Notwithstanding any other provision of this Article 2, if the lead managing underwriter or underwriters advise the Company that marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a limitation of a proposed Underwritten Offering on behalf the number of NBCi shares to permit be included in an underwritten offering (including Registrable Securities), then the Company shall so advise all Piggyback Holders to include therein all such of Registrable Securities who have requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of participate in such Underwritten Offering delivers an opinion to the Holders to the effect offering that (i) if the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities requested registration is pursuant to Section 4(a)) prior 2.1, the number of shares that may be included in the underwriting shall be allocated to the effective date of Stockholders and the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success Piggyback Holders of such offering, then the amount of securities Registrable Securities who have duly requested shares to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering (whether pursuant to Section 2.1 or 2.2) on a pro rata basis based on the number of Registrable Securities thatheld by such Stockholders and all such Piggyback Holders, and (ii) if the requested registration is not pursuant to Section 2.1, the number of shares that may be included in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, underwriting shall be allocated PRO RATA among first to the other Company for its own account and second to the Piggyback Holders on the basis of the amount of Registrable Securities who have duly requested shares to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed pursuant to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if Section 2.2 on a pro rata basis based on the number of Registrable Securities held by all such Piggyback Holders; provided in each case that any shares included by CNET is 500,000 or less, then so allocated to any such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if Piggyback Holder that exceed the number of shares included by CNET Registrable Securities to be registered pursuant to such Piggyback Holder’s request will be reallocated among all such remaining parties in a like manner. For any Piggyback Holder which is more than 500,000a partnership, then limited liability company or corporation, the partners, members or stockholders, as applicable, of such inclusion Piggyback Holder, and the estates and Family Members of any such partners, members and stockholders and any trusts for the benefit of any of the foregoing person(s) shall be deemed the exercise by CNET of one of its Demand Registrations to be a single “Piggyback Holder,” and any pro rata reduction with respect to such “Piggyback Holder” pursuant to Section 2.2(c) shall be based upon the aggregate amount of shares carrying registration rights owned by all Persons deemed to constitute such “Piggyback Holder” (as defined in this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringsentence).

Priority on Piggyback Registrations. NBCi will The Corporation shall cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders to include therein all such holders of Registrable Securities requested to be so included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any securities similar securities, if any, of NBCi the Corporation or any selling security holder included therein. Notwithstanding the foregoing; provided, however, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect underwritten offering determine in good faith that (i) the total amount number of securities that such Holders holders, the Corporation, and NBCi any other persons having rights to participate in such registration, propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success of such offering, then (i) if such Piggyback Registration is a primary registration on behalf of the Corporation, the securities to be offered shall be allocated as follows: (A) first, up to the full number of securities to be offered by the Corporation shall be included in such registration, (B) then to the extent an amount of securities recommended by the managing underwriters remains available, up to that amount of securities shall be included in such registration for the account of the holders of the Registrable Securities (allocated among them pro rata in proportion to their respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included therein in such offering to the amount recommended by such managing underwriters), and (C) to the extent an amount of securities recommended by the managing underwriters remains available, up to that amount of securities shall be included in such registration for the account of Holders will, if necessary, be reduced and there will all such other persons (allocated among them pro rata in proportion to the respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included in such Underwritten Offering offering to the amount recommended by such managing underwriters), and (ii) if such Piggyback Registration is an underwritten secondary registration on behalf of the holders of securities of the Corporation, the Corporation shall include in such registration: (A) first, up to the full number of securities of such persons exercising “demand” registration rights that in the opinion of such underwriter can be sold (allocated among such holders as they may so determine), and (B) second, the number of Registrable Securities securities included in such registration pursuant to this Section 2.3 in excess of the securities such persons exercising “demand” registration rights proposed to sell that, in the opinion of such managing underwriter or underwritersunderwriter, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be (allocated PRO RATA among the other Holders pro rata on the basis of the aggregate dollar amount of Registrable Securities securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringtherein).

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any securities other shares of NBCi capital stock, if any, of the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) of such Underwritten Offering delivers an underwritten offering advise the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total number or dollar amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success price, timing or distribution of the securities in such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering underwritten offering the number or dollar amount of Registrable Securities that, securities that in the opinion of such managing underwriter or underwriters, underwriter(s) can be sold without materially and so adversely affecting the success such offering, and such number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among as follows: (i) first, all securities proposed to be sold by the other Holders on the basis of the amount of Company for its own account; (ii) second, all Registrable Securities requested to be included therein in such registration by each the Shareholders pursuant to Section 4, pro rata among such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during holders on the six month period after the Effective Date basis of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offeringRegistration Statement by such holders; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (Biii) if the number of shares included by CNET is more than 500,000third, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed other securities requested to be included in such offering Registration Statement by other holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Shareholder may, prior to the extent the Registrable Securities are not earlier of the same class as securities (i) effectiveness of NBCi the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s), withdraw its request to be included in such offeringregistration pursuant to this Section 4.

Priority on Piggyback Registrations. NBCi The Company and OPCO will ----------------------------------- cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi the Company and OPCO to permit Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi the Company and OPCO included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers deliver an opinion to the Holders to the effect that (i) the total amount of securities that which such Holders and NBCi the Company and OPCO propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) hereof) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in (allocated pro rata among such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of --- ---- Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, ) will be reduced (to zero if any Registration Statement is proposed necessary) to reduce the total amount of securities to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise amount recommended by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3managing underwriter or underwriters. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Registerable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi the Company included in such offering.

Priority on Piggyback Registrations. NBCi will cause (a) If the managing underwriter or underwriters for the related Piggyback Registration Underwritten Offering (or in the case of a proposed Underwritten Offering on behalf Piggyback Registration not being underwritten, Loral, in good faith) advises the Holders in writing that the inclusion of NBCi to permit Holders to include therein all such Registrable Securities requested to would cause an Adverse Effect, then Loral shall be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose obligated to include in such Underwritten Offering or (ii) Registration Statement only that number of Registrable Securities which, in the effect judgment of the potential withdrawal managing underwriter (or Loral in good faith, as applicable), would not have an Adverse Effect; provided, however, that no such reduction shall reduce the aggregate amount of any Registrable Securities by any Holder (except any Holder who has theretofore waived included in such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to Registration Statement for the effective date benefit of the requesting Holders to less than: (i) any time that the Shelf Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect not effective or the success of such offering, then Holders may not otherwise utilize the amount of securities to be included therein Shelf Registration Statement for the account offering and sale of their Registrable Common Stock or Registrable Non-Voting Common Stock, all of the shares of Registrable Common Stock or Registrable Non-Voting Common Stock, respectively, requested by the Holders will, if necessary, be reduced and there will to be included in such Registration Statement (but up to the maximum amount of the securities to be sold in the related Underwritten Offering Offering), and (ii) any time that the Shelf Registration Statement is effective and the Holders may utilize the Shelf Registration Statement for the offering and sale of their Registrable Common Stock or Registrable Non-Voting Common Stock, fifty percent (50%) of the total number of securities that are included in each such Registration Statement thereafter. Any partial reduction in the number of Registrable Securities that, to be included in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering a Registration Statement pursuant to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, immediately preceding sentence shall be allocated PRO RATA among affected by allocating the other Holders on the basis of the amount number of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering Registration Statement, among all the Holders requesting to the extent the Registrable Securities are not of the same class as securities of NBCi be included in such offeringRegistration Statement pursuant to Section 3.1 hereof, pro rata based for each Holder on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Registration Statement by (ii) the aggregate number of Registrable Securities that all Holders requested to be included in such Registration Statement; provided, however, that if, as a result of such proration, any Holder requesting to be included in such Registration Statement pursuant to Section 3.1 hereof shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included in accordance with Section 3.3 hereof.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is an underwritten registration and the managing underwriter or underwriters shall give written advice to the Company that, in the reasonable opinion of such managing underwriters, marketing factors require a proposed Underwritten Offering limitation on behalf the total number of NBCi to permit Holders to include therein all such Registrable Securities requested securities to be so included on underwritten (in this clause (c) called the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoingUNDERWRITERS' MAXIMUM NUMBER), if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that then: (i) the total amount of securities that such Holders and NBCi propose Company shall be entitled to include in such Underwritten Offering registration, to the extent of the Underwriters' Maximum Number, that number of securities which the Company proposes to offer and sell for its own account in such registration or which securityholders initiating such registration shall have requested to be included in such registration, as the case may be, such securities to be allocated among the Company and such securityholders in such proportion as the Company and such securityholders may agree; (ii) if the effect of Underwriters' Maximum Number exceeds the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount number of securities to be included therein for in such registration by the account Company and by securityholders initiating such registration, as the case may be, then the Company will be obligated and required to include in such registration that number of Holders will, if necessary, be reduced and there will Registrable Securities which shall have been requested by holders thereof to be included in such Underwritten Offering registration which does not exceed the Underwriters' Maximum Number, and such number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders such holders on the basis of the amount number of Registrable Securities requested to be included therein by each such Holderholder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of and (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (Aiii) if the number Underwriters' Maximum Number exceeds the sum of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000securities which the Company proposes to offer and sell for its own account or for the account of the securityholders initiating such registration, as the case may be, and the number of Registrable Securities which the holders thereof shall have requested to include in such registration, then the Company may include in such inclusion registration that number of other securities which its other securityholders having rights to include such securities in a Piggyback Registration shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to have requested be included in such offering registration, which shall not be greater than such excess, and the number of securities which such persons shall have requested to the extent the Registrable Securities are not of the same class as securities of NBCi included include in such offeringregistration shall be allocated among such persons making such requests as the Company and such persons may agree.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is an underwritten registration, and the managing underwriter or underwriters shall give written advice to the Company of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount number of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in which such Underwritten Offering the number of Registrable Securities thatregistration should, in the opinion of such the managing underwriter or underwriters, can be sold without materially and adversely affecting the success underwriters of such Underwritten Offering. The securities registration in the light of any Holder or Holders marketing factors, be limited (the "Underwriters' Maximum Number"), then: (i) the Company shall be entitled to include in such registration that number of securities initiating which the Company proposes to offer and sell for its own account in such registration and/or number of securities requested to be included in such registration by persons exercising demand registration rights which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Warrant Shares requested by the Warrant Holder thereof to be included in such registration and NBCi shall receive priority in which does not exceed such Underwritten Offering excess and such securities to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, be registered shall be allocated PRO RATA pro rata among the other Holders Warrant Holder on the basis of the amount number of Registrable Securities Warrant Shares requested to be included therein by each such Holderthe Warrant Holder and any other person to whom the Company has granted piggyback registration rights; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (Aiii) if the number Underwriters' Maximum Number exceeds the sum of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000Warrant Shares which the Company shall be required to include in such registration pursuant to clause (ii) above and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such inclusion registration that number of other securities which persons shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to have requested be included in such offering to the extent the Registrable Securities are registration and which shall not of the same class as securities of NBCi included in be greater than such offeringexcess.

Priority on Piggyback Registrations. NBCi will cause If the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on in a registration statement by any Holder pursuant to Section 3.1 differ from the same terms type of securities proposed to be registered by the Company and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters advises the Company that due to such differences the inclusion of such Underwritten Offering delivers an opinion to the Holders to the effect that Registrable Securities would cause a Material Adverse Effect, then (i) the total number of such Holder's or Holders' Registrable Securities to be included in the registration statement shall be reduced to an amount which, in the judgment of securities that the managing underwriter, would eliminate such Holders and NBCi propose to include in such Underwritten Offering Material Adverse Effect or (ii) if no such reduction would, in the effect judgment of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived managing underwriter, eliminate such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offeringMaterial Adverse Effect, then the amount Company shall have the right to exclude all such Registrable Securities from such registration statement provided no other securities of securities to be such type are included therein and offered for the account of Holders will, if necessary, be reduced and there will be included any other person or entity in such Underwritten Offering registration statement. Any partial reduction in the number of Registrable Securities that, to be included in the opinion registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering Holder's Registrable Securities bears to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount total number of Registrable Securities requested to be included therein in such registration statement by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to all Holders who have requested that their securities be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of registration statement. If the Registrable Securities requested to be included in the registration statement pursuant to Section 3.1 are of the same type as the securities being registered by CNET; PROVIDED the Company and the managing underwriter advises the Company that in no event the inclusion of such Registrable Securities would cause a Material Adverse Effect, the Company will CNET be entitled obligated to include more than 1,000,000 in such registration statement, as to each Holder, only a portion of the Registrable Securities in such offering; PROVIDED FURTHER that, (A) if Holder has requested be registered equal to the ratio which such Holder's requested securities bears to the total number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed requested to be included in such offering to the extent the Registrable Securities are not of the same class as registration statement by all Holders who have requested that their securities of NBCi be included in such offeringregistration statement.

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 2(c) are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders holders of Registrable Securities who have submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each holder's Piggyback Request on the same terms and conditions as any securities other shares of NBCi capital stock, if any, of the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an underwritten offering advise the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total number or dollar amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success price, timing or distribution of the securities in such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering underwritten offering the number or dollar amount of Registrable Securities that, securities that in the opinion of such managing underwriter or underwriters, underwriters can be sold without materially and so adversely affecting the success such offering, and such number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among as follows: (i) first, all securities proposed to be sold by the other Holders on the basis of the amount of Company for its own account; (ii) second, all Registrable Securities requested to be included therein by each in such Holder; PROVIDEDregistration pursuant to Section 2(c), HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during pro rata among such holders on the six month period after the Effective Date basis of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offeringRegistration Statement by such holders; PROVIDED FURTHER thatand (iii) third, (A) if the number of shares all other securities requested to be included by CNET is 500,000 or lessin such Registration Statement; provided that holders may, then such inclusion shall be in addition prior to the rights contained in this Section 3 and shall not be deemed earlier of the exercise by CNET (i) effectiveness of one of its Demand Registrations the Registration Statement and (Bii) if time at which the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed offering price and/or underwriter's discount are determined with the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed withdraw their request to be included in such offering registration pursuant to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringthis Section 2(c).

Priority on Piggyback Registrations. NBCi The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering underwritten offering on behalf of NBCi the Company to permit Holders requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi the Company included therein or, at the Holders' option, on the same terms and conditions as any Seller Securities included therein by a Seller pursuant to a "piggyback registration" right granted under a registration rights agreement between such Seller and the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers offering deliver an opinion to the Holders to the effect that (i) the total amount of securities that which such Holders and NBCi all Sellers propose to include in such Underwritten Offering or offering (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior when added to the effective date of securities which the Registration Statement relating to such Underwritten Offering, Company is selling) is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of the Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be (allocated PRO RATA among the other such Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder) will be reduced (to zero if necessary) to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; PROVIDED, HOWEVER, that if any Registration Statement is proposed Seller Securities are also sought to be filed by NBCi whether or not for sale for NBCi's own account during included in such offering, no reduction of Registrable Securities that the six month period after Holders seek to include in such offering shall be made unless such Seller Securities and Registrable Securities are reduced PRO RATA. As between Seller Securities, on the Effective Date one hand, and Registrable Securities, on the other hand, pro rata reductions shall be made on the basis of the Initial CNET Demand, Registrable Securities securities requested to be included in the relevant offering by CNET will comprise the lesser of (A) at least 25% of Sellers and the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER thatHolders, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3respectively. The managing underwriter or underwriters, applying the same standardstandards set forth above, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi the Company included in such offering.

Priority on Piggyback Registrations. NBCi will cause If the proposed method of distribution in a Piggyback Registration is an underwritten public offering and the managing underwriter or underwriters thereof determines that the inclusion of a proposed Underwritten Offering on behalf Registrable Securities would materially adversely affect the success of NBCi to permit Holders the offering, then OpenTV shall be obligated to include therein in such Registration Statement only such limited portion of the Registrable Securities with respect to which Holders have requested inclusion hereunder as the underwriter shall permit after taking into account all of the securities to be offered by OpenTV for its own account, if any. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that OpenTV shall not exclude any Registrable Securities unless it has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2.02 shall be construed to limit any registration required under Section 2.01 hereof. If an offering in connection with which a Holder is entitled to registration under this Section 2.02 is an underwritten offering, then each Holder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by OpenTV, offer and sell such Registrable Securities requested in an underwritten offering using the same underwriter or underwriters and, subject to be so included the provisions of this Agreement, on the same terms and conditions as any other securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such underwritten offering.

Priority on Piggyback Registrations. NBCi will cause (a) If the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on in a registration statement by any Holder pursuant to Section 3.1 differ from the same terms type of securities proposed to be registered by the Company, and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) for the related underwritten offering advise the Company in writing that due to such differences the inclusion of such Underwritten Offering delivers Registrable Securities would cause an opinion to Adverse Effect, and the Holders to the effect that Company notifies such Holder in writing of such advice, then (i) the total number or principal amount, as the case may be, of such Holder’s or Holders’ Registrable Securities to be included in the registration statement shall be reduced to an amount which, in the judgment of securities that such Holders and NBCi propose to include in managing underwriter(s), would eliminate such Underwritten Offering Adverse Effect or (ii) if no such reduction would, in the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success judgment of such offeringmanaging underwriter(s), eliminate such Adverse Effect, then the amount of Company shall have the right to exclude all such Registrable Securities from such registration statement provided no other securities to be are included therein and offered for the account of Holders willany other Person (other than the Company) in such registration statement. Any partial reduction in the number or principal amount, if necessaryas the case may be, be reduced and there will of Registrable Securities to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Underwritten Offering the number of Holder’s Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering bears to the full extent of total number or principal amount, as the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for salecase may be, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein in such registration statement by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to all Holders who have requested that their securities be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of registration statement. If the Registrable Securities requested to be included in the registration statement pursuant to Section 3.1 are of the same type as the securities being registered by CNET; PROVIDED the Company and the managing underwriter(s) advise the Company in writing that the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies the requesting Holders in no event writing of such advice, then the Company will CNET be entitled obligated to include more than 1,000,000 in such registration statement, as to each Holder, only a portion of the Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall Holder has requested to be in addition registered equal to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then ratio which such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Holder’s requested Registrable Securities proposed bears to the total number or principal amount, as the case may be, of Registrable Securities requested to be included in such offering registration statement by all Holders. If after a Demand Request by the Holders pursuant to Section 2.1 hereof, the extent Company first initiates a proposal to register securities for its own account pursuant to this Article 3, then the Registrable Securities are not of the same class as securities of NBCi included in such offeringDemand Registration requested pursuant to Section 2.1 hereof shall be given priority.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is an underwritten registration, and the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion shall give written advice to the Holders to the effect that Company of an Underwriters' Maximum Number, then: (i) the total amount of securities that such Holders and NBCi propose Company shall be entitled to include in such Underwritten Offering or registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (ii) if the effect Underwriters' Maximum Number exceeds the number of securities which the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived Company proposes to offer and sell for its own account in such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offeringregistration, then the amount Company will be obligated and required to include in such registration that number of securities Investor Registrable Securities requested by the Holders thereof to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of registration and which does not exceed such excess and such Investor Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA pro rata among the other Holders thereof on the basis of the amount number of Investor Registrable Securities requested to be included therein by each such Holder; PROVIDED(iii) if the Underwriters' maximum number exceeds the sum of the number of Investor Registrable Securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, HOWEVER, if any Registration Statement is proposed then the Company will be obligated and required to include in such registration that number of Other Registrable Securities requested by the Holders thereof to be filed by NBCi whether or included in such registration and which does not for sale for NBCi's own account during exceed such excess and such Other Registrable Securities shall be allocated pro rata among the six month period after Holders thereof on the Effective Date basis of the Initial CNET Demand, number of Other Registrable Securities requested to be included therein by CNET will comprise the lesser of each such Holder; and (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (Aiv) if the number Underwriters' Maximum Number exceeds the sum of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000Registrable Securities which the Company shall be required to include in such registration pursuant to clauses (ii) and (iii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such inclusion registration that number of other securities which persons shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to have requested be included in such offering to the extent the Registrable Securities are registration and which shall not of the same class as securities of NBCi included in be greater than such offeringexcess.

Priority on Piggyback Registrations. NBCi will cause If the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on in a registration statement by any Holder pursuant to Section 3.1 differ from the same terms and conditions as any type of securities of NBCi included therein. Notwithstanding the foregoingproposed to be registered by a Company and, if the managing related offering is to be an underwritten one, the lead underwriter or underwriters advise such Company that due to such differences the inclusion of such Underwritten Offering delivers an opinion to the Holders to the effect that Registrable Securities would cause a Material Adverse Effect, then (i) the total number or dollar or principal amount, as applicable, of such Holder's or Holders' Registrable Securities to be included in the registration statement shall be reduced to an amount which, in the judgment of securities that the lead underwriter or underwriters, would eliminate such Holders and NBCi propose to include in such Underwritten Offering Material Adverse Effect or (ii) if no such reduction would, in the effect judgment of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived lead underwriter or underwriters, eliminate such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offeringMaterial Adverse Effect, then the amount Companies shall have the right to exclude all such Registrable Securities from such registration statement provided no other securities of securities to be such type are included therein and offered for the account of Holders willany other person or entity (including the Companies) in such registration statement. Any partial reduction in the number or aggregate principal amount, if necessaryas the case may be, be reduced and there will of Registrable Securities to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Underwritten Offering the number of Holder's Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering bears to the full extent of total number or aggregate principal amount, as the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for salecase may be, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein in such registration statement by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to all Holders who have requested that their securities be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of registration statement. If the Registrable Securities requested to be included in the registration statement pursuant to Section 3.1 are of the same type as the securities being registered by CNET; PROVIDED a Company and the lead underwriter or underwriters advise such Company that in no event the inclusion of such Registrable Securities would cause a Material Adverse Effect, such Company will CNET be entitled obligated to include more than 1,000,000 in such registration statement, as to each Holder, only a portion of the Registrable Securities in such offering; PROVIDED FURTHER that, (A) if Holder has requested be registered equal to the ratio which such Holder's requested securities bears to the total number of shares included by CNET is 500,000 or lessaggregate principal amount, then such inclusion shall be in addition to as the rights contained in this Section 3 and shall not be deemed the exercise by CNET case may be, of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed requested to be included in such offering to the extent the Registrable Securities are not of the same class as registration statement by all Holders who have requested that their securities of NBCi be included in such offeringregistration statement.

Priority on Piggyback Registrations. NBCi will cause If the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on advises the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect Company that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities requested to be included therein in the Registration Statement exceeds the amount which can be sold in such offering without causing a Material Adverse Effect or if required by any other registration rights agreements to which the Company is a party on the date hereof, then the Company will include in such registration statement the amount of securities which the Company is so advised can be sold in the offering in the following priority: (1) first, all securities proposed by the Company to be sold for its own account; (2) second, the account amount of Holders willsecurities requested by third parties to be registered pursuant to demand registration rights; and (3) third, if necessary, be reduced and there will all other securities of the Company duly requested to be included in such Underwritten Offering the number of registration statement, including any Registrable Securities that, Shares requested to be included in the opinion of Registration Statement by Holders, and such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering shares pursuant to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, this clause (3) shall be allocated PRO RATA pro rata among the Requesting Holders and other Holders requesting holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed requested to be included in such offering registration by each such holder. No Person may participate in any registration statement hereunder unless such Person (x) agrees to sell such person’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested and such other customary matters; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to the extent the number of Registrable Securities are not of the same class as securities of NBCi Shares included in such offeringregistration, and provided, further, that such liability will be limited to the net amount received by such Person from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. NBCi The Company will cause the ----------------------------------- managing underwriter or underwriters of a proposed Underwritten Offering underwritten offering on behalf of NBCi the Company to permit Wyndham Holders of the Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers offering deliver an opinion to Wyndham and the Holders Company to the effect that (i) the total amount of securities that which Wyndham Holders, the Company and any other persons having rights to participate in such Holders and NBCi registration propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein (i) for the account of Wyndham Holders willon the one hand (allocated among such holders as determined by Wyndham), and (y) for the account of all such other persons (exclusive of the Company), on the other hand, will be reduced (to zero if necessary, ) pro rata in proportion to the respective amounts of securities requested to be reduced and there will included therein to the extent necessary to reduce the total amount of securities to be included in such Underwritten Offering offering to the number of Registrable Securities that, in the opinion of amount recommended by such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi the Company included in such offering.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is an underwritten registration, and the managing underwriter or underwriters shall give written advice to the Company of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount number of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in which such Underwritten Offering the number of Registrable Securities thatregistration should, in the opinion of the managing underwriters of such managing underwriter or underwritersregistration in the light of marketing factors, can be limited (the “Underwriters’ Maximum Number”), then: if such Piggyback Registration is initiated by the Company: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration which does not exceed the Underwriters’ Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities to be sold without materially pursuant to clause (i) above, then the Company will be obligated and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority required to include in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount registration that number of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed Holder thereof to be included in such offering registration and which does not exceed such excess and such securities to be registered shall be allocated pro rata among the extent Holder and any other person to whom the Company has granted piggyback registration rights. If such Piggyback Registration is initiated by persons exercising demand registration rights, (i) persons exercising demand registration rights shall be entitled to include in such registration that number of securities which such persons propose to offer and sell that do not exceed the Underwriters’ Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities to be sold pursuant to clause (i) above, then the Company will be obligated and required to include in such registration that number of Registrable Securities are not of requested by the same class as securities of NBCi Holder thereof to be included in such offeringregistration and which do not exceed such excess and such securities to be registered shall be allocated pro rata among the Holder and any other person to whom the Company has granted piggyback registration rights.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is an underwritten registration, and the managing underwriter or underwriters shall give written advice to the Company of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount number of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in which such Underwritten Offering the number of Registrable Securities thatregistration should, in the opinion of the managing underwriters of such managing underwriter or underwritersregistration in the light of marketing factors, can be limited (the “Underwriters’ Maximum Number”), then: , if such Piggyback Registration is initiated by the Company: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registrationwhich does not exceed the Underwriters’ Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities to be sold without materially pursuant to clause (i) above, then the Company will be obligated and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority required to include in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount registration that number of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed Holder thereof to be included in such offering registration and which does not exceed such excess and such securities to be registered shall be allocated pro rata among the extent Holder and any other person to whom the Company has granted piggyback registration rights. If such Piggyback Registration is initiated by persons exercising demand registration rights, (i) persons exercising demand registration rights shall be entitled to include in such registration that number of securities which such persons propose to offer and sell that do not exceed the Underwriters’ Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities to be sold pursuant to clause (i) above, then the Company will be obligated and required to include in such registration that number of Registrable Securities are not of requested by the same class as securities of NBCi Holder thereof to be included in such offeringregistration and which do not exceed such excess and such securities to be registered shall be allocated pro rata among the Holder and any other person to whom the Company has granted piggyback registration rights.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback Registration is an underwritten registration, and the managing underwriter or underwriters shall give written advice to the Company of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount number of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in which such Underwritten Offering the number of Registrable Securities thatregistration should, in the opinion of such the managing underwriter or underwriters, can be sold without materially and adversely affecting the success underwriters of such Underwritten Offering. The securities registration in the light of any Holder or Holders marketing factors, be limited (the “Underwriters’ Maximum Number”), then: (i) the Company shall be entitled to include in such registration that number of securities initiating which the Company proposes to offer and sell for its own account in such registration and/or number of securities requested to be included in such registration by persons exercising demand registration rights which does not exceed the Underwriters’ Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Warrant Shares requested by the Warrant Holder to be included in such registration and NBCi shall receive priority in which does not exceed such Underwritten Offering excess and such securities to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, be registered shall be allocated PRO RATA pro rata among the other Holders Warrant Holder on the basis of the amount number of Registrable Securities Warrant Shares requested to be included therein by each such Holderthe Warrant Holder and any other person to whom the Company has granted piggyback registration rights; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (Aiii) if the number Underwriters' Maximum Number exceeds the sum of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000Warrant Shares which the Company shall be required to include in such registration pursuant to clause (ii) above and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such inclusion registration that number of other securities which persons shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to have requested be included in such offering to the extent the Registrable Securities are registration and which shall not of the same class as securities of NBCi included in be greater than such offeringexcess.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of If a proposed Piggyback Registration is an Underwritten Offering on behalf and the Managing Underwriters advise the party or parties initiating such offering in writing (a copy of NBCi which writing shall be provided to permit Holders to include therein all such Registrable Securities the Holders) that in their good faith judgment the number of securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering registration exceeds the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, which can be sold in such offering without materially and adversely affecting the success marketability of the offering, then any such Underwritten Offering. The securities registration shall include the maximum number of any Holder or Holders of securities initiating the registration and NBCi shall receive priority shares that such Managing Underwriters advise can be sold in such Underwritten Offering offering allocated as follows: (x) if the Limited Partnership has initiated such offering, (i) first, the securities the Limited Partnership proposes to sell, and (ii) second, to the full extent of that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, (A) the Registrable Securities to be included in such Holder or registration by the Holders and NBCi desire the holders of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement and in the Rhino Registration Rights Agreement), with all such additional securities to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other Holders holders), based on the basis of the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other basis mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement) has initiated such offering, (i) first, the securities the holders under the Mammoth Holdings Registration Rights Agreement propose to sell together with the securities the Holders of Registrable Securities hereunder and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, propose to sell on a pro rata basis (or in such other basis mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by each the underwriters as aforesaid, all such Holder; PROVIDED, HOWEVERother securities on a pro rata basis (or in such other proportion mutually agreed upon among the Limited Partnership, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during applicable, and such other holders) based on the six month period after the Effective Date amount of the Initial CNET Demand, Registrable Securities securities requested to be included therein, and (z) if a party other than the Limited Partnership or a holder under the Mammoth Holdings Registration Rights Agreement initiated such offering, (i) first, the securities such other party proposes to sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by CNET will comprise the lesser of (A) at least 25% of underwriters as aforesaid, securities proposed to be sold by the Limited Partnership, and the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to registration by the extent Holders, the holders of Registrable Securities are not as defined in the Mammoth Holdings Registration Rights Agreement and the holders of Registrable Securities as defined in the same class as Rhino Registration Rights Agreement, with such additional securities of NBCi to be included on a pro rata basis (or in such offeringother basis mutually agreed among the Limited Partnership, the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (ia) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of If the Registrable Securities requested to be included in a registration statement by CNET; PROVIDED any Holder pursuant to Section 3.1 hereof differ from the type of securities proposed to be registered by the Company and the managing underwriter for the related underwritten offering advises the Company in writing that in no event will CNET be entitled due to include more than 1,000,000 such differences the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies such Holder in writing of such offering; PROVIDED FURTHER thatadvice, then (Ai) if the number of shares such Holder’s or Holders’ Registrable Securities to be included by CNET is 500,000 in the registration statement shall be reduced to an amount which, in the judgment of such managing underwriter, would eliminate such Adverse Effect or less(ii) if no such reduction would, in the judgment of such managing underwriter, eliminate such Adverse Effect, then the Company shall have the right to exclude all such inclusion shall Registrable Securities from such registration statement; provided, however, that no other securities that are the same as, or similar to, the Registrable Securities that been requested to be included in addition a registration statement by any Holder pursuant to Section 3.1 hereof are included and offered for the rights contained account of any other Person (other than the Company) in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if such registration statement. Any partial reduction in the number of shares Registrable Securities to be included by CNET is more than 500,000, then such inclusion in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be deemed effected pro rata based on the exercise by CNET ratio that the number of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed that each such Holder requested to be included in such offering registration statement bears to the extent total number of Registrable Securities that all Holders requested to be included in such registration statement. If the Registrable Securities requested to be included in the registration statement pursuant to Section 3.1 hereof are not of the same class type as the securities being registered by the Company and the managing underwriter advises the Company in writing that the inclusion of NBCi such Registrable Securities would cause an Adverse Effect, and the Company notifies the requesting Holders in writing of such advice, then the Company will be obligated to only include in such registration statement that number of Registrable Securities which, in the judgment of the managing underwriter, would not have an Adverse Effect. Any partial reduction in the number of Registrable Securities to be included in a registration statement pursuant to the immediately preceding sentence shall be affected pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be included in such offeringregistration statement bears to the total number of Registrable Securities that all Holders requested to be included in such registration statement.

Priority on Piggyback Registrations. NBCi will cause If in connection with a Piggyback Registration for the managing underwriter or underwriters sale of a proposed Underwritten Offering securities on behalf of NBCi the Company the managing underwriters or placement agents advise the Company that in their opinion the number of securities requested to permit be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included in such registration by the “Holders” as such term is defined in that certain Fourth Amended and Restated Investors’ Rights Agreement, dated March 21, 2003, by and among the Company and the Holders to include therein all such party thereto (the “Old XXX”), (iii) third, that number of Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities thatwhich, in the opinion of such managing underwriter or underwriters, underwriters can be sold without materially and adversely affecting in a manner that is compatible with the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for saleoffering, if any, shall be allocated PRO RATA pro rata among the other Holders respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder, then (iv) fourth, other securities requested to be included therein by each in such registration. If in connection with a Piggyback Registration for the resale of securities on behalf of a holder of demand registration rights (a “Demand Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed ”) the managing underwriters or placement agents advise the Company that in their opinion the number of securities requested to be filed by NBCi whether or not for sale for NBCi's own account during included in such registration exceeds the six month period after number which can be sold in such offering without adversely affecting the Effective Date marketability of the Initial CNET Demandoffering, the Company shall include in such registration (i) first, the securities the Demand Holder proposes to sell, (ii) second, the securities requested to be included in such registration by the “Holders” as such term is defined in the Old XXX, (iii) third, that number of Registrable Securities requested to be included by CNET will comprise which, in the lesser opinion of (A) at least 25% such underwriters can be sold in a manner that is compatible with the success of the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities included in owned by each such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or lessholder, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (Biv) if the number of shares included by CNET is more than 500,000fourth, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed other securities requested to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringregistration.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of If the Registrable Securities requested to be included in a registration statement by CNETany Holder pursuant to Section 3(a) differ from the type of securities proposed to be registered by the Company and the managing underwriter for the related underwritten offering advises the Company in writing that the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies such Holder in writing of such advice, then (A) the number of such Holder’s or Holders’ Registrable Securities to be included in the registration statement shall be reduced (with the number of Registrable Securities held by Effective Date Warrant Holders being reduced first) to an amount which, in the judgment of such managing underwriter, would eliminate such Adverse Effect or (B) if no such reduction would, in the judgment of such managing underwriter, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such registration statement; PROVIDED provided, however, that, in the case of this clause (B), no other securities that are the same as, or similar to, the Registrable Securities that had been requested to be included in no event will CNET a registration statement by any Holder pursuant to Section 3(a) shall be entitled included and offered for the account of any other Person (other than the Company) in such registration statement. Any partial reduction in the number of Registrable Securities to include more than 1,000,000 be included in the registration statement pursuant to clause (A) of the immediately preceding sentence shall be effected on a pro rata basis among each of the Holders requesting inclusion of Registrable Securities in such offering; PROVIDED FURTHER that, (A) if registration statement and each of the number other holders of shares included by CNET is 500,000 or less, then securities of the Company that are requesting inclusion of securities of the Company in such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying registration statement that are the same standardas, may also exclude entirely from such offering all or similar to, the Registrable Securities proposed that had been requested to be included in such offering to registration statement based on the extent ratio that the number of Registrable Securities are not or other securities of the same class as securities of NBCi Company that each such Holder or each such other holder requested to be included in such offeringregistration statement bears to the total number of Registrable Securities and other securities of the Company that all Holders and such other holders requested to be included in such registration statement.

Priority on Piggyback Registrations. NBCi will cause Arrowhead may limit, to the extent so advised by the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoingunderwriter(s), if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities (including Registrable Securities) to be included therein for in the account registration by Arrowhead’s stockholders (including the Holders), or may exclude, to the extent so advised by the underwriter(s), such underwritten securities entirely from the registration. Arrowhead shall so advise all holders of Holders willsecurities requesting registration, if necessaryand, be reduced and there will subject to the preceding sentence, the number of shares of securities that are entitled to be included in such Underwritten Offering the registration and underwriting shall be allocated (x) first to Arrowhead for securities being sold for its own account; (y) thereafter to the holders of Registrable Securities and Other Shares (other than Employee Stockholders, as defined below) electing to include shares in the registration, based on the number of Registrable Securities thatshares held by each person on a pro rata basis; and (z) thereafter to employees, officers or directors of, or contractors, consultants or advisers to, Arrowhead who own Other Shares and are electing to include shares in the opinion of such managing underwriter or underwritersregistration (“Employee Stockholders”), can be sold without materially and adversely affecting the success of such Underwritten Offeringon a pro rata basis. The securities of If any Holder or Holders other selling stockholder does not request inclusion of securities initiating the registration maximum number of shares of Registrable Securities and NBCi shall receive priority in such Underwritten Offering Other Shares allocated to him pursuant to the full extent above-described procedure, the remaining portion of the Registrable Securities such Holder or person’s allocation shall be reallocated among those requesting Holders and NBCi desire to sell other selling stockholders whose allocations did not satisfy their requests in the order described in subsections (x) and the remaining allocation available for sale(y) above, if any, shall be allocated PRO RATA among the other Holders pro rata under each such subsection on the basis of the amount number of shares of Registrable Securities requested to and Other Shares which would be included therein held by each such Holder; PROVIDEDHolders and other selling stockholders, HOWEVERassuming conversion, if any Registration Statement is proposed to and this procedure shall be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) repeated until all of the shares of Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, Other Shares which may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not registration on behalf of the same class as securities of NBCi included in such offeringHolders and other selling stockholders have been so allocated.

Priority on Piggyback Registrations. NBCi will cause (a) If the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on in a registration statement by any Holder pursuant to Section 3.1 differ from the same terms type of securities proposed to be registered by the Company, and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) for the related underwritten offering advise the Company in writing that due to such differences the inclusion of such Underwritten Offering delivers Registrable Securities would cause an opinion to Adverse Effect, and the Holders to the effect that Company notifies such Holder in writing of such advice, then (i) the total amount number or principal amount, as the case may be, of securities that such Holders and NBCi propose or Holders Registrable Securities to include be included in the registration statement shall be reduced to an amount which, in the judgment of such Underwritten Offering managing underwriter(s), would eliminate such Adverse Effect or (ii) if no such reduction would, in the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success judgment of such offeringmanaging underwriter(s), eliminate such Adverse Effect, then the amount of Company shall have the right to exclude all such Registrable Securities from such registration statement provided no other securities to be are included therein and offered for the account of Holders willany other Person (other than the Company) in such registration statement. Any partial reduction in the number or principal amount, if necessaryas the case may be, be reduced and there will of Registrable Securities to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Underwritten Offering the number of Holders Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering bears to the full extent of total number or principal amount, as the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for salecase may be, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein in such registration statement by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to all Holders who have requested that their securities be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of registration statement. If the Registrable Securities requested to be included in the registration statement pursuant to Section 3.1 are of the same type as the securities being registered by CNET; PROVIDED the Company and the managing underwriter(s) advise the Company in writing that the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies the requesting Holders in no event writing of such advice, then the Company will CNET be entitled obligated to include more than 1,000,000 in such registration statement, as to each Holder, only a portion of the Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall Holder has requested to be in addition registered equal to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then ratio which such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Holders requested Registrable Securities proposed bears to the total number or principal amount, as the case may be, of Registrable Securities requested to be included in such offering registration statement by all Holders. If after a Demand Request by the Holders pursuant to Section 2.1 hereof, the extent Company first initiates a proposal to register securities for its own account pursuant to this Article 3, then the Registrable Securities are not of the same class as securities of NBCi included in such offeringDemand Registration requested pursuant to Section 2.1 hereof shall be given priority.

Priority on Piggyback Registrations. NBCi Patriot and Wyndham will ----------------------------------- cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi Patriot and Wyndham to permit Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi Patriot and Wyndham included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers deliver an opinion to the Holders to the effect that (i) the total amount of securities that which such Holders and NBCi Patriot and Wyndham propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) hereof) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in (allocated pro rata among such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of --- ---- Registrable Securities requested to be included therein Registration Rights Agreement by each such Holder; PROVIDED, HOWEVER, ) will be reduced (to zero if any Registration Statement is proposed necessary) to reduce the total amount of securities to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise amount recommended by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3managing underwriter or underwriters. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Registerable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi Patriot included in such offering.

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of If the Registrable Securities requested to be included in the Piggyback Registration by CNET; PROVIDED any Holder differ from the type of securities proposed to be registered by the Company and the managing Underwriter advises the Company that in no event will CNET be entitled due to include more than 1,000,000 such differences the inclusion of such Registrable Securities in such offering; PROVIDED FURTHER thatwould cause a Material Adverse Effect, then (Ai) if the number of shares such Holders' Registrable Securities to be included by CNET is 500,000 in the Piggyback Registration shall be reduced to an amount which, in the opinion of the managing Underwriter, would eliminate such Material Adverse Effect or less(ii) if no such reduction would, in the opinion of the managing Underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such inclusion Registrable Securities from such Piggyback Registration, provided, that no other securities of such type are included and offered for the account of any other Person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration pursuant to clause (i) of the immediately preceding sentence shall be in addition effected pro rata based on the ratio which such Holder's requested shares bears to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the total number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed requested to be included in such offering Piggyback Registration by all Persons other than the Company who have the contractual right to the extent request that their shares be included in such registration statement and who have requested that their shares be included. If the Registrable Securities requested to be included in the registration statement are not of the same class type as the securities being registered by the Company and the managing Underwriter advises the Company that the inclusion of NBCi such Registrable Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such offering.registration statement by all Persons (other than the Person or Persons initiating such registration request) who have the contractual right to request that their shares be included in such registration statement and who have requested their shares be included; Provided, that in the event the Company registers shares of Common Stock in an underwritten offering pursuant to a demand request made under Section 2.02 of the Registration Rights Agreement dated as of March 17, 2000 between the Company and AT&T Wireless Services, Inc. ("Wireless"), then all shares to be registered on behalf of Wireless pursuant to such agreement shall be included in such registration statement before any shares to be sold by the Company for its own account or the account of any Holder or any other person entitled to request that their shares be included in such registration statement. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any such Holder's requested shares are included. If another security holder

Priority on Piggyback Registrations. NBCi will cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (ia) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of If the Registrable Securities requested to be included in a registration statement by CNET; PROVIDED any Holder pursuant to Section 3.1 hereof differ from the type of securities proposed to be registered by the Company and the managing underwriter for the related underwritten offering advises the Company in writing that in no event will CNET be entitled due to include more than 1,000,000 such differences the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies such Holder in writing of such offering; PROVIDED FURTHER thatadvice, then (Ai) if the number of shares such Holder’s or Holders’ Registrable Securities to be included by CNET is 500,000 in the registration statement and the New Registrable Securities requested to be included in the registration statement pursuant to the Securities Purchase Agreement shall be reduced to an amount which, in the judgment of such managing underwriter, would eliminate such Adverse Effect or less(ii) if no such reduction would, in the judgment of such managing underwriter, eliminate such Adverse Effect, then the Company shall have the right to exclude all such inclusion shall Registrable Securities and New Registrable Securities from such registration statement; provided, however, that no other securities that are the same as, or similar to, the Registrable Securities that have been requested to be included in addition a registration statement by any Holder pursuant to Section 3.1 hereof are included and offered for the rights contained account of any other Person (other than the Company) in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if such registration statement. Any partial reduction in the number of shares Registrable Securities and New Registrable Securities to be included by CNET is more than 500,000, then such inclusion in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be deemed effected pro rata based on the exercise by CNET ratio that the number of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed that each such Holder requested to be included in such offering registration statement or New Registrable Securities that each such New Purchaser requested to be included in such registration statement, as the case may be, bears to the extent amount represented by the sum of (A) the total number of Registrable Securities that all Holders requested to be included in such registration statement and (B) the total number of New Registrable Securities requested to be included in such registration statement. If the Registrable Securities requested to be included in the registration statement pursuant to Section 3.1 hereof are not of the same class type as the securities being registered by the Company and the managing underwriter advises the Company in writing that the inclusion of NBCi such Registrable Securities would cause an Adverse Effect, and the Company notifies the requesting Holders in writing of such advice, then the Company will be obligated to only include in such registration statement that number of Registrable Securities and New Registrable Securities, if any, which, in the judgment of the managing underwriter, would not have an Adverse Effect. Any partial reduction in the number of Registrable Securities and New Registrable Securities to be included in a registration statement pursuant to the immediately preceding sentence shall be affected pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be included in such offeringregistration statement or New Registrable Securities that each such New Purchaser requested to be included in such registration statement, as the case may be, bears to the amount represented by the sum of (A) the total number of Registrable Securities that all Holders requested to be included in such registration statement and (B) the total number of New Registrable Securities requested to be included in such registration statement.

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders holders of Registrable Securities who have submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each holder’s Piggyback Request on the same terms and conditions as any securities other shares of NBCi capital stock, if any, of the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an underwritten offering advise the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total number or dollar amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success price, timing or distribution of the securities in such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering underwritten offering the number or dollar amount of Registrable Securities that, securities that in the opinion of such managing underwriter or underwriters, underwriters can be sold without materially and so adversely affecting the success such offering, and such number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among as follows: (i) first, (x) if the other Holders on underwritten offering is requested by a third party pursuant to demand registration rights granted by the basis Company to such third party, all securities proposed to be sold by such third party or (y) if the underwritten offering is initiated by the Company without receipt of any such request from a third party, all securities proposed to be sold by the Company for its own account; (ii) second, if the underwritten offering is initiated by the Company at any time prior to the third anniversary of the amount Closing without receipt of any such request from a third party and the Stage 2 Transactions (as defined in the Stage 2 Letter Agreement) have been consummated prior thereto, all securities requested to be included in such Registration Statement by holders of registration rights that are entitled to participate in such offering pursuant to the PAR Registration Rights Agreement and (iii) third, all Registrable Securities requested to be included therein by each such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations registration pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering 4 and all Registrable Securities proposed other securities requested to be included in such offering Registration Statement by other holders of registration rights that are entitled to the extent the Registrable Securities are not of the same class as securities of NBCi included participate in such offering, in each case pro rata among such holders on the basis of the shares of Company Common Stock held by such holders.

Priority on Piggyback Registrations. NBCi will cause If a Piggyback ----------------------------------- Registration is an underwritten offering and the managing underwriter or underwriters thereof advises Buyer in writing that, in its opinion, the number of a proposed Underwritten Offering on behalf shares of NBCi to permit Holders to include therein all such Registrable Common Equity Securities requested or proposed to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering offering exceeds the number that can be sold in such offering without materially affecting the offering price of Registrable Securities thatsuch securities, Buyer shall include in such registration (i) first, to the extent that such securities of Buyer may be included in such registration without materially affecting the offering price thereof, in the opinion of such managing underwriter or underwritersunderwriter, can (a) if such registration is initiated by Buyer proposing to register any of its Common Equity Securities, such Common Equity Securities proposed to be sold by Buyer and (b) the securities of Buyer held by persons (other than the Qualified Holders of Hologic Shares with respect to such Hologic Shares) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Qualified Holders and which have been duly requested to be included in such Piggyback Registration in accordance with the agreements with respect to such registration rights between Buyer and such holders, all such agreements being listed on Schedule 9.5.2.1 attached hereto; and (ii) second, to the extent that such Hologic Shares may be included in such Qualified Registration without materially and adversely affecting the success offering price of the securities referred to in clause (i), in the opinion of such Underwritten Offering. The managing underwriter, the Hologic Shares requested by the Qualified Holders to be included in such Piggyback Registration pursuant to Section 9.5.2 and any other securities of any Holder or Buyer held by persons other than the Qualified Holders of securities initiating the registration and NBCi shall receive priority having rights to participate in such Underwritten Offering Piggyback Registration that are non-preferential to the full extent of the Registrable Securities Qualified Holders, pro rata among all such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders holders on the basis of the amount total number of Registrable Securities shares of securities of Buyer, including Hologic Shares, requested by each such holder to be included therein by each such Holder; PROVIDED, HOWEVER, if therein. Buyer agrees not to grant any Registration Statement is proposed registration rights to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date any other Person with respect to Common Equity Securities which are preferential to those of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of NBCi included in such offeringQualified Holders set forth herein.

Priority on Piggyback Registrations. NBCi will If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include therein in such offering all such Registrable Securities requested to be so included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any securities other shares of NBCi capital stock, if any, of the Company included thereinin the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters underwriter(s) of such Underwritten Offering delivers an underwritten offering advise the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total number or dollar amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success price, timing or distribution of the securities in such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will shall be included in such Underwritten Offering underwritten offering the number or dollar amount of Registrable Securities that, securities that in the opinion of such managing underwriter or underwriters, underwriter(s) can be sold without materially and so adversely affecting the success such offering, and such number of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among as follows: (i) first, all securities proposed to be sold by the other Holders on the basis of the amount of Company for its own account; (ii) second, all Registrable Securities requested to be included therein in such registration by each the Shareholders pursuant to this Section 4, pro rata among such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during holders on the six month period after the Effective Date basis of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all percentage of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offeringRegistration Statement by such holders; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (Biii) if the number of shares included by CNET is more than 500,000third, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed other securities requested to be included in such offering Registration Statement by other holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Shareholder may, prior to the extent the Registrable Securities are not earlier of the same class as securities (i) effectiveness of NBCi the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s), withdraw its request to be included in such offeringregistration pursuant to this Section 4.

Priority on Piggyback Registrations. NBCi will The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering on behalf of NBCi underwritten offering to permit Holders to include therein all such holders of Registrable Securities requested to be so included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any securities other shares of NBCi capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering delivers an underwritten offering have informed the Company in writing that it is their good faith opinion to the Holders to the effect that (i) the total amount of securities that such Holders holders, the Company and NBCi propose any other Persons having rights to participate in such registration, intend to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein offered (i) for the account of Holders will, if necessary, be reduced and there will be included in such Underwritten Offering the number holders of Registrable Securities that, in and (ii) for the opinion account of all such managing underwriter other Persons (other than the Company) shall be reduced or underwriters, can be sold without materially and adversely affecting limited pro rata among the success holders of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities and such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders Persons requesting such registration on the basis of the amount percentage of the Registrable Securities or other securities of the Company requested to be included therein by each in such Holder; PROVIDED, HOWEVER, if any Registration Statement is proposed to be filed by NBCi whether or not for sale for NBCi's own account during the six month period after the Effective Date of the Initial CNET Demand, Registrable Securities such holders that have requested to that such securities be included by CNET will comprise in the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition registration to the rights contained in this Section 3 and shall not be deemed extent necessary to reduce the exercise by CNET total amount of one of its Demand Registrations and (B) if the number of shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed securities to be included in such offering to the extent amount recommended by such managing underwriter or underwriters. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) any Piggyback Registration that is a "shelf" registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the prospectus cover sheet, the principal stockholders' chart and the plan of distribution) as may be requested by a holder of Registrable Securities are to allow for a Partner Distribution and (ii) the Company shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not of the same class as securities of NBCi included in the initial Registration Statement, or revise such offeringlanguage if deemed reasonably necessary by such holder to effect such Partner Distribution.