Common use of Cutback Clause in Contracts

Cutback. Notwithstanding the foregoing provisions of this Section 5(a), if the managing underwriter or underwriters of any Underwritten Offering referred to in this Section 5(a) have advised the Company in writing that the total amount of Common Shares of the Holders, the Company and any other Persons intended to be included in such Underwritten Offering is sufficiently large to materially adversely affect the success of such offering, then the amount of Common Shares to be offered in such public offering shall be allocated as follows: (i) first, to the Company, in the amount the Company proposes to offer, up to an amount equal to one-half of the maximum amount (the "Maximum Amount") of Common Shares that the managing underwriter or underwriters have advised can be sold in the Underwritten Offering; (ii) next, to the Holders, in the amount the Holders propose to offer, up to an amount equal to one-half of the Maximum Amount; (iii) next, if the sum of the Common Shares allocated pursuant to clauses (i) and (ii) above is less than the Maximum Amount, to the Company or the Holders, whichever shall have Common Shares proposed to be offered in the Underwritten Offering which have not been allocated under clauses (i) or (ii) above, up to an amount equal to the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i) and (ii) above; and (iv) thereafter, if the sum of the Common Shares allocated pursuant to clauses (i), (ii) and (iii) above is less than the Maximum Amount, to any other Person entitled to participate in the Underwritten Offering, up to an amount equal to the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i), (ii) and (iii) above.

Cutback. Notwithstanding the foregoing provisions any other provision of this Section 5(a)3, if if, in connection with a Section 3.3 Underwritten Offering, the managing underwriter or underwriters of any Underwritten Offering referred to in this Section 5(aunderwriter(s) have advised advise(s) the Company in writing that the total amount of Common Shares marketing factors require a limitation of the Holders, number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and any other Persons intended to the number of Registrable Securities that may be included in such Underwritten Offering is sufficiently large to materially adversely affect the success underwriting (the “Demand Allowable Amount”) shall be reduced as required by the underwriter(s) and the number of such offering, then Shares that may be included in the amount of Common Shares to be offered in such public offering shall registration will be allocated as follows: In the case of a Demand Marketed Offering: (i) first, (i) up to 50% of the Demand Allowable Amount to the Demand Initiating Holder and (ii) up to 50% of the Demand Allowable Amount to the Company, in the amount the Company proposes to offer, up to an amount equal to one-half of the maximum amount (the "Maximum Amount") of Common Shares that the managing underwriter or underwriters have advised can be sold in the Underwritten Offering; (ii) nextsecond, up to the remaining Demand Allowable Amount, if any, to the Holders, in the amount the Holders propose to offer, up to an amount equal to oneNon-half of the Maximum AmountDemand Initiating Holder; (iii) next, if the sum of the Common Shares allocated pursuant to clauses (i) and (ii) above is less than the Maximum Amount, to the Company or the Holders, whichever shall have Common Shares proposed to be offered in the Underwritten Offering which have not been allocated under clauses (i) or (ii) abovethird, up to an amount equal the remaining Demand Allowable Amount, if any, pro rata among the other Holders on the basis of the number of shares requested to be included in the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i) and (ii) aboveunderwriting by each such other Holder; and (iv) thereafter, if the sum of the Common Shares allocated pursuant to clauses (i), (ii) and (iii) above is less than the Maximum Amount, to any other Person entitled to participate in the Underwritten Offeringfourth, up to an amount equal the remaining Demand Allowable Amount, if any, to the difference between Demand Initiating Holder. (v) In the Maximum Amount and case of an IPO initiated by Holders pursuant to Section 3.1: (vi) first, the maximum number of Registrable Securities requested to be included therein, pro rata among the respective Holders thereof on the basis of the amount of Common Shares allocated under clauses Registrable Securities requested to be included in such registration by each such Holder; and (ivii) second, the maximum amount of other securities requested to be included therein (including any by the Company), (ii) and (iii) abovepro rata among the holders of such other securities on the basis of the number of shares requested to be included in such registration by each such holder.

Cutback. Notwithstanding the foregoing provisions any other provision of this Section 5(a)Agreement, in connection with a Company Initiated Marketed Offering, if the managing underwriter or underwriters of any Underwritten Offering referred to determine(s) in this Section 5(a) have advised the Company in writing good faith that the total amount of Common Shares marketing factors require a limitation of the Holdersnumber of shares to be underwritten, then the Company managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and any other Persons intended to the underwriting, and the number of shares that may be included in such Underwritten Offering is sufficiently large to materially adversely affect the success of such offering, then registration and the amount of Common Shares to be offered in such public offering underwriting (the “Company Initiated Allowable Amount”) shall be allocated as follows:allocated (i) first, (i) up to 50% of the Company Initiated Allowable Amount to the Company, in the amount Company and (ii) up to 50% of the Company proposes Initiated Allowable Amount to offereach of SB or Yahoo if SB and/or Yahoo requested inclusion of their Registrable Securities in such Offering Document, up to an amount equal to one-half on a pro rata basis based on the total number of the maximum amount (the "Maximum Amount") of Common Shares that the managing underwriter or underwriters have advised can be sold in the Underwritten OfferingRegistrable Securities then held by each such Holder; (ii) nextsecond, if either of SB or Yahoo requests inclusion of their Registrable Securities in an amount less than the pro rata amount permitted in Section 4.5(i), then up to the Holders, in remaining Company Initiated Allowable Amount to the amount the Holders propose to offer, up to an amount equal to one-half of the Maximum Amountother Holder; (iii) nextthird, up to the remaining Company Initiated Allowable Amount, if the sum of the Common Shares allocated pursuant to clauses (i) and (ii) above is less than the Maximum Amountany, to the Company or the Holders, whichever shall have Common Shares proposed to be offered in the Underwritten Offering which have not been allocated under clauses (i) or (ii) above, up to an amount equal to the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i) and (ii) aboveCompany; and (iv) thereafter, if the sum of the Common Shares allocated pursuant to clauses (i), (ii) and (iii) above is less than the Maximum Amount, to any other Person entitled to participate in the Underwritten Offeringfourth, up to an amount equal the remaining Company Initiated Allowable Amount, if any, pro rata among the other Holders on the basis of the number of shares requested to be included in the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i), (ii) and (iii) aboveunderwriting by each such other Holder.

Cutback. Notwithstanding If the foregoing provisions of this Section 5(a), if the lead managing underwriter or underwriters of any Underwritten Offering referred to in this an offering covered by Section 5(a1(c)(1) have advised shall advise the Company on or before the date five days prior to the date then scheduled for such offering that, in writing that its opinion, the total amount of Common Shares of the Holders, the Company and any other Persons intended Stock (including Subject Stock) requested to be included in such Underwritten Offering is sufficiently large to materially registration statement exceeds the amount which can be sold in such offering without adversely affect affecting the success of such offering, then the amount of Common Shares to be offered Company will include in such public offering shall be allocated as followsregistration: (i) in the case of a Company Registration, first, any shares of Common Stock proposed to be offered by the Company; second, the shares of Common Stock which have been requested to be registered by the holders requesting such registration pursuant to the CompanyATX Agreement, in the amount Voyager Agreement and/or the Company proposes to offer, up to an amount equal to one-half of the maximum amount Booth Agreement (the "Maximum AmountExisting Agreements") ), as applicable, allocated, if necessary, pro rata among such holders requesting such registration on the basis of the number of shares of Common Shares that Stock beneficially owned by such holder at the managing underwriter time; third, the shares of Common Stock which have been requested to be registered by the holders requesting such registration pursuant to the Chase Agreement and the Xxxxxx Xxxxxxx Agreement ("Other First Priority Registration"), allocated, if necessary, pro rata among such holders requesting such registration on the basis of the number of shares of Common Stock beneficially owned by such holder at the time; fourth, the shares of Common Stock which have been requested to be registered by the Purchaser ("Other Second Priority Registration"); and fifth, the shares of Common Stock which have been requested to be registered by any other holder entitled to incidental or underwriters have advised can be sold in piggyback registration after the Underwritten Offering;date of this Agreement ("Other Third Priority Registration"), allocated, if necessary, pro rata among such holders requesting such registration on the basis of the number of shares of Common Stock beneficially owned by such holder at such time; and (ii) next, to the Holders, in the amount the Holders propose to offercase of a Third Party Demand Registration, up to an amount equal to one-half first, any shares of the Maximum Amount; (iii) next, if the sum of the Common Shares allocated pursuant to clauses (i) and (ii) above is less than the Maximum Amount, to the Company or the Holders, whichever shall have Common Shares Stock proposed to be offered by the stockholder or stockholders exercising their right to cause the Company to proceed with such Third Party Demand Registration (the "Initiating Third Party Holders"); second, any shares of Common Stock proposed to be offered by the Company; third, the shares of Common Stock which have been requested to be registered by the holders requesting such registration pursuant to the Existing Agreements, excluding any shares beneficially owned by the Initiating Third Party Holders, to be included in such registration, allocated, if necessary, pro rata among such holders requesting such registration on the basis of the number of shares of Common Stock beneficially owned by such holder at the time; fourth, the shares of Common Stock which have been requested to be registered by the holders entitled to Other First Priority Registration, allocated, if necessary, pro rata among such holders requesting such registration on the basis of the number of shares of Common Stock beneficially owned by such holder at the time; fifth, the shares of Common Stock which have been requested to be registered by the Purchaser entitled to Other Second Priority Registration; and sixth, the shares of Common Stock which have been requested to be registered by any holder entitled to Other Third Priority Registration, allocated, if necessary, pro rata among such holders requesting such registration on the basis of the number of shares of Common Stock beneficially owned by such holder at the time; provided, however, that in the Underwritten Offering which have not been allocated under clauses (i) or (ii) aboveevent the Company will not, up by virtue of the implementation of the foregoing cutback mechanism, include in any such registration all of the Subject Stock requested to an amount equal be included in such registration, the Purchaser may, upon written notice to the difference between Company given within three days of the Maximum Amount and date the Purchaser is first notified of such matter, reduce the amount of Common Shares allocated under clauses (i) and (ii) above; and (iv) thereafterSubject Stock the Purchaser desires to have included in such registration, whereupon only the Subject Stock, if any, the sum of the Common Shares allocated pursuant Purchaser desires to clauses (i), (ii) and (iii) above is less than the Maximum Amount, to any other Person entitled to participate in the Underwritten Offering, up to an amount equal to the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i), (ii) and (iii) abovehave included will be considered for such inclusion.

Cutback. Notwithstanding If the foregoing provisions of this Section 5(a), if the lead managing underwriter or underwriters of any Underwritten Offering referred to in this an offering covered by Section 5(a1(c)(1) have advised shall advise the Company in writing that on or before the total date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Common Shares of the Holders, the Company and any other Persons intended Stock (including Subject Stock) requested to be included in such Underwritten Offering is sufficiently large to materially registration exceeds the amount which can be sold in such offering without adversely affect affecting the success distribution of such offeringthe Common Stock being offered, then the amount of Common Shares to be offered Company will include in such public offering shall be allocated as followsregistration: (i) first, subject to the Companyregistration rights agreements between the Company and each of ATX Telecommunications Services, Inc., a Delaware corporation, and Xxxxxxx.xxx, Inc., a Delaware corporation (together, the "ATX-Voyager Agreements"), in the amount case of a Company Registration, first, any shares proposed to be offered by the Company; second, Subject Stock requested to be registered by the Purchaser and any other shares requested by other preferred stockholders of the Company proposes to offerbe included in such registration, up to an amount equal to one-half allocated, if necessary, pro rata among the Purchaser and such other preferred stockholders requesting such registration on the basis of the maximum amount (number of shares requested by each to be included in such registration; and third, any other shares requested by other stockholders of the "Maximum Amount") of Common Shares that the managing underwriter or underwriters have advised can Company to be sold included in the Underwritten Offering;such registration; and (ii) next, subject to the HoldersATX-Voyager Agreements, in the amount the Holders propose to offercase of a Third Party Demand Registration, up to an amount equal to one-half of the Maximum Amount; (iii) nextfirst, if the sum of the Common Shares allocated pursuant to clauses (i) and (ii) above is less than the Maximum Amount, to the Company or the Holders, whichever shall have Common Shares any shares proposed to be offered by the stockholder or stockholders exercising their right to cause the Company to proceed with such Third Party Demand Registration (the "Initiating Third Party Holders"), second, any shares proposed to be offered by the Company, and third, Subject Stock requested to be registered by the Purchaser and any other shares requested by other preferred stockholders of the Company, excluding the Initiating Third Party Holders, to be included in such registration, allocated, if necessary, pro rata among the Purchaser and such other preferred stockholders requesting such registration on the basis of the number of shares requested by each to be included in such; and fourth, any other shares requested by other stockholders of the Company to be included in such registration; provided, however, that in the Underwritten Offering which have not been allocated under clauses (i) or (ii) aboveevent the Company will not, up by virtue of the foregoing cutback mechanism, include in any such registration all of Subject Stock requested to an amount equal be included in such registration, the Purchaser may, upon written notice to the difference between Company given within three days of the Maximum Amount and time the Purchaser is first notified of such matter, reduce the amount of Common Shares allocated under clauses (i) and (ii) above; and (iv) thereafterSubject Stock the Purchaser desires to have included in such registration, whereupon only the Subject Stock, if any, the sum of the Common Shares allocated pursuant Purchaser desires to clauses (i), (ii) and (iii) above is less than the Maximum Amount, to any other Person entitled to participate in the Underwritten Offering, up to an amount equal to the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i), (ii) and (iii) abovehave included will be considered for such inclusion.

Cutback. Notwithstanding the foregoing provisions any other provision of this Section 5(a)3, if if, in connection with a Section 3.3 Underwritten Offering, the managing underwriter or underwriters of any Underwritten Offering referred to in this Section 5(aunderwriter(s) have advised advise(s) the Company in writing that the total amount of Common Shares marketing factors require a limitation of the Holders, number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and any other Persons intended to the number of Registrable Securities that may be included in such Underwritten Offering is sufficiently large to materially adversely affect the success underwriting (the "Demand Allowable Amount") shall be reduced as required by the underwriter(s) and the number of such offering, then Shares that may be included in the amount of Common Shares to be offered in such public offering shall registration will be allocated as follows: In the case of a Demand Marketed Offering: (i) first, (i) up to 50% of the Demand Allowable Amount to the Demand Initiating Holder and (ii) up to 50% of the Demand Allowable Amount to the Company, in the amount the Company proposes to offer, up to an amount equal to one-half of the maximum amount (the "Maximum Amount") of Common Shares that the managing underwriter or underwriters have advised can be sold in the Underwritten Offering; (ii) nextsecond, up to the remaining Demand Allowable Amount, if any, to the Holders, in the amount the Holders propose to offer, up to an amount equal to oneNon-half of the Maximum AmountDemand Initiating Holder; (iii) next, if the sum of the Common Shares allocated pursuant to clauses (i) and (ii) above is less than the Maximum Amount, to the Company or the Holders, whichever shall have Common Shares proposed to be offered in the Underwritten Offering which have not been allocated under clauses (i) or (ii) abovethird, up to an amount equal the remaining Demand Allowable Amount, if any, pro rata among the other Holders on the basis of the number of shares requested to be included in the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i) and (ii) aboveunderwriting by each such other Holder; and (iv) thereafter, if the sum of the Common Shares allocated pursuant to clauses (i), (ii) and (iii) above is less than the Maximum Amount, to any other Person entitled to participate in the Underwritten Offeringfourth, up to an amount equal the remaining Demand Allowable Amount, if any, to the difference between Demand Initiating Holder. (v) In the Maximum Amount and case of an IPO initiated by Holders pursuant to Section 3.1: (vi) first, the maximum number of Registrable Securities requested to be included therein, pro rata among the respective Holders thereof on the basis of the amount of Common Shares allocated under clauses Registrable Securities requested to be included in such registration by each such Holder; and (ivii) second, the maximum amount of other securities requested to be included therein (including any by the Company), (ii) and (iii) abovepro rata among the holders of such other securities on the basis of the number of shares requested to be included in such registration by each such holder.

Cutback. Notwithstanding the foregoing provisions of this Section 5(a), if If the managing underwriter or underwriters of any Underwritten Offering referred with respect to in this Section 5(a) have advised the Company in writing that the total amount of Common Shares of the Holders, a Piggyback Registration advises the Company and any other Persons intended the participating Holders that, in its reasonable opinion, the number of securities requested to be included in such Underwritten Offering is sufficiently large to materially adversely affect registration (including securities of the success of Company which are not New Notes) exceed the number which can be sold in such offeringoffering without a reduction in the anticipated number of, then or in the amount of Common Shares selling price anticipated to be offered received for, the securities to be sold in such public offering shall be allocated as followsoffering, then: (i) first, to if such registration is a primary registration on behalf of the Company, in such reduction will be pro rata among (x) the amount of securities to be included therein for the account of the Company proposes and (y) the New Notes proposed to offer, up to an amount equal to one-half of be included by the maximum amount (the "Maximum Amount") of Common Shares that the managing underwriter or underwriters have advised can be sold in the Underwritten Offering;applicable Holders; and (ii) nextif such registration is an underwritten secondary registration on behalf of holders of debt securities of the Company, the Company will include therein: (x) first, up to the Holdersfull amount of securities to be included therein for the account of the Company and the New Notes proposed to be included by the applicable Holders and (y) second, all other securities proposed to be sold by any other persons that, in the amount the Holders propose to offer, up to an amount equal to one-half opinion of the Maximum Amount; (iii) nextmanaging underwriter, if can be sold without adversely affecting the sum success of the Common Shares allocated pursuant offering. If any reduction is required in the number of securities to clauses be registered by the Company and the applicable Holders as set forth in the preceding sentence, such reduction will be pro rata among (ix) the amount of securities to be included therein for the account of the Company and (iiy) above is less than the Maximum Amount, to the Company or the Holders, whichever shall have Common Shares New Notes proposed to be offered in included by the Underwritten Offering which have not been allocated under clauses (i) or (ii) above, up to an amount equal to the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i) and (ii) above; and (iv) thereafter, if the sum of the Common Shares allocated pursuant to clauses (i), (ii) and (iii) above is less than the Maximum Amount, to any other Person entitled to participate in the Underwritten Offering, up to an amount equal to the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i), (ii) and (iii) aboveapplicable Holders.