Common use of Cutbacks Clause in Contracts

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested by the selling Stockholders to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offering.

Cutbacks. If Notwithstanding the managing underwriters advise the Company and the selling Stockholders thatforegoing, in their opinion, the number of securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreementextent that Sigma or Xxxxxxx (or its respective assignee, and if such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested by the selling Stockholders to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering assignee is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holdersan affiliate), as applicable, will have first priority is entitled to shares of Additional Common Stock pursuant to the exercise of Rights or a Put Option, participation in the Second Lien Term Loan Offering, in connection with the payment of Put Option Premium or in connection with the payment of the Minimum Cash Consideration Commitment, such offering; shares of Common Stock issuable pursuant to the exercise of Rights or a Put Option, participation in the Second Lien Term Loan Offering or payment of the Minimum Cash Consideration Commitment shall not be issued to Sigma or Xxxxxxx (or its respective assignee, if such assignee is an affiliate), as applicable, to the extent (but only to the extent) such issuance would result in the total beneficial ownership by Sigma or Xxxxxxx (as applicable), together with its respective affiliates, being equal to or in excess of any remaining capacitythe Applicable Percentage (as defined below) of the total outstanding shares of Common Stock. In such event, the selling Stockholders and other security holders Firm Commitment Amount of Sigma or Xxxxxxx (or its respective assignee, if such assignee is an affiliate) (as applicable) shall be reduced so that such exercise of Rights or a Put Option, participation in the Second Lien Term Loan Offering or payment of the Company exercising contractual piggyback registration rights Minimum Cash Consideration Commitment, after taking into account the shares of Additional Common Stock received or to participate be received in such offeringconnection with the payment of the relevant Put Option Premium, including would not result in the holders beneficial ownership of Founder Securities under the Founder Registration Rights AgreementSigma or Xxxxxxx, if as applicable, will be together with its respective affiliates, equaling or exceeding the Applicable Percentage. The application of the foregoing provisions is subject to cutback pro rata based on the aggregate number application of securities initially requested by the selling Stockholders reductions set forth below under “NOL Limitations” first being taken into account to the extent applicable. To the extent Sigma’s Minimum Cash Consideration Commitment is greater than zero and any reduction is required in the case of Sigma pursuant to the provisions set forth in “Cutbacks,” it shall be applied first toward any shares of Additional Common Stock that Sigma would otherwise be acquiring using Second Lien Term Loans and then toward any shares of Additional Common Stock that Sigma would otherwise be required to acquire for cash pursuant to the Minimum Cash Consideration Commitment. To the extent the issuance of shares of Additional Common Stock to Sigma or Xxxxxxx is reduced below their respective Firm Commitment Amounts pursuant to the provisions set forth above under “Cutbacks,” the Firm Commitment Amount of X. X. Xxxx shall be increased to the same extent. For purposes of the provisions under “Cutbacks,” the term “beneficial ownership” shall be deemed to have the meaning accorded to such other security holders to be included in such offering. Subject term pursuant to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority 13 of the shares being sold in such offeringUnited States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Cutbacks. If (a) In connection with any Demand Registration, if the managing underwriters advise of such offering shall give notice (a “Cutback Notice”) to the Company (it being understood that the Company shall as soon as reasonably practicable provide any such notice to all Holders who have requested to include Registrable Securities in such offering) that, in their opinion, the number of Registrable Securities requested to be included in such offering and the number of any equity securities which the Company and any Third-Party Security Holders propose to include in such offering for sale for their respective accounts exceed the selling Stockholders number of Registrable Securities and such other equity securities which can be offered or sold in such offering without being reasonably likely to have a material adverse effect on the offering price, timing or distribution of the Registrable Securities or the market for the Common Stock (an “Adverse Offering Effect”), there shall be included in such offering only the number of Registrable Securities and any such other equity securities that, in the opinion of such managing underwriters, can be included without being reasonably likely to have an Adverse Offering Effect. In such event, the Registrable Securities and any such other equity securities shall be included in the offering pursuant to such Demand Registration in the following priority: (i) first, all of the Demand Registrable Securities which can be so included without being reasonably likely to have an Adverse Offering Effect; and (ii) second, if all of the Demand Registrable Securities may be so included in such offering, such number of equity securities proposed to be sold by the Company and Third-Party Security Holders in such offering which can be included therein without being reasonably likely to have an Adverse Offering Effect (with any reduction in such number being allocated among the Company and such Third-Party Security Holders in accordance with their separate agreements). (b) If not all of the Demand Registrable Securities may be included in such offering without being reasonably likely to have an Adverse Offering Effect, any reduction in such number shall be allocated among the Initiating Demand Holders and all other Holders electing to participate in such offering pursuant to Section 3(b) pro rata based on the relative number of Demand Registrable Securities beneficially owned by each such Holder as of the date on which the Demand Notice related thereto was received by the Company. (c) Each Holder wishing to include Registrable Securities pursuant to Section 4(a) in any offering covered by a Registration Statement filed by the Company relating to a public offering of Common Stock or other equity securities for its own account or for the account of any security holder (other than any Holder) shall have the right to include such Registrable Securities in any such offering only to the extent that the inclusion of such Registrable Securities shall not reduce the number of shares of Common Stock or other equity securities to be offered and sold therein for the account of the Company or any such other security holder. In connection with the inclusion of Registrable Securities pursuant to Section 4(a) in any such offering, if the managing underwriters of an Underwritten Offering deliver a notice to the Company (it being understood that the Company shall as soon as reasonably practicable provide any such notice to all Holders who have requested to include Registrable Securities in such offering), that, in their opinion, the number of securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities that the Company desires proposes to sell for its own account or securities for the account of any such other security holders holder and the number of such Registrable Securities exceeds the number of securities which can be offered or sold in such offering without being reasonably likely to have an Adverse Offering Effect with respect to the securities to be offered for the account of the Company with contractual piggyback registration rightsor such other security holder, including there shall be included in such offering only the holders number of Founder Registrable Securities pursuant that, in the opinion of such managing underwriters, can be included without being reasonably likely to have an Adverse Offering Effect. If not all of the Founder Registration Rights AgreementRegistrable Securities requested to be included in such offering may be so included without being reasonably likely to have an Adverse Offering Effect, and the reduction in the aggregate number of Registrable Securities that shall be included in such selling Stockholders will offering shall be subject allocated among the Holders who have requested Registrable Securities to cutback be so included pro rata based on the aggregate relative number of shares initially requested Registrable Securities beneficially owned by each such Holder as of the selling Stockholders to be included in such offering, without distinguishing between Stockholders based date on who made the demand for such offering. If the underwritten offering is one initiated by which the Company or any other security holders provides notice of the Company exercising contractual demand registration rights, including the holders its proposed filing of Founder Securities a Registration Statement pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b4(a), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offering.

Cutbacks. If the managing underwriters advise the Company and the selling Sponsor Stockholders that, in their opinion, the number of securities Shares requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities Shares being offered, such offering will include only the number of securities Shares that the underwriters advise can be sold in such offering. If offering without adversely affecting the underwritten distribution of the Shares being offered. (i) In the case of a registered offering is requested by Corsairupon (a) the demand of one or more ORCP Stockholders or (b) an Other Sponsor Demand (as defined herein), the selling Sponsor Stockholders (including those Sponsor Stockholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate proportion of all outstanding Shares that are held by each such selling Sponsor Stockholder at that time (up to the number of shares Shares initially requested by the selling Stockholders them to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering). If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to To the extent of any remaining capacity, the selling Stockholders and all other security holders of the Company exercising contractual piggyback stockholders having similar registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will have second priority and will be subject to cutback pro rata based on the aggregate number proportion of securities initially requested all outstanding Shares that are held by the selling Stockholders and such other security respective holders thereof requesting to be included participate in such offering. Subject To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, if the Sponsor Stockholders are subject to Section 6.1(b)a cutback, securities held by other selling holders who are not Stockholders or otherwise have contractual registration stockholders (other than transferees to whom a Sponsor Stockholder has assigned its rights with the Company, including the holders of Founder Securities under the Founder Registration Rights this Agreement, ) will be included in an underwritten offering only with the consent of the Sponsor Stockholders holding a majority of the shares Shares being sold in such offering. (ii) In the case of a registered offering upon the demand of any other stockholders having similar registration rights not party to this Agreement, such other stockholders collectively will have first priority and will be subject to cutback pro rata based on the relative number of Shares owned by the respective holders thereof requesting to participate in such offering. To the extent of any remaining capacity, the Sponsor Stockholders will have second priority and will be subject to cutback pro rata based on the relative number of Shares owned by the respective holders thereof requesting to participate in such offering. To the extent of any remaining capacity, the Company will have third priority. (iii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Sponsor Stockholders collectively will have second priority and will be subject to cutback pro rata based on the proportion of all outstanding Shares that are held by each such selling Sponsor Stockholder at that time (up to the number of Shares initially requested by them to be included in such offering). To the extent of any remaining capacity, all other stockholders having similar registration rights will have third priority and will be subject to cutback pro rata based on the proportion of all outstanding Shares that are held by the respective holders thereof requesting to participate in such offering. Except as contemplated by the immediately preceding sentence, if the Sponsor Stockholders are subject to a cutback, other stockholders (other than transferees to whom a Sponsor Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of the ORCP Stockholders.

Cutbacks. (i) If the managing underwriters advise underwriter of any underwritten offering shall inform the Company and the selling Stockholders that, in their opinion, by letter of its belief that the number of securities Registrable Securities requested to be included in an underwritten a registration under this Section 2.2 would materially adversely affect such offering, together with then the Company will include in such registration, first, the securities being included in such registration by the holder(s) of securities initiating such registration pursuant to the terms of any contractual demand registration rights that may be granted to any person other than pursuant to this Agreement (or, if the Company initiates the registration, the securities being included in such registration by the Company), and second, Registrable Securities requested by to be included in such registration and any other security securities of the Company the holders with contractual of which have been granted piggy back registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the number of shares that such holders of Registrable Securities and such other securities have requested for inclusion (without regard to whether such other piggy back registration rights were granted before or after the date hereof). (ii) If, in connection with a financing of the Company in an amount exceeding $5,000,000 (a “Substantial Financing”), the investor or investors object to the inclusion of the Registrable Securities in a registration statement of securities of the issued in connection with such financing, the Lender or holders agree to either waive their rights to have their Warrant Shares included in such registration statement unless they agree to a lock-up of the Warrant Shares for a period set by the investors not exceeding 9 months from the effective date of the registration statement. (iii) If the aggregate number of shares initially requested by of the selling Stockholders to be Company’s common stock included in such offeringa registration statement filed to register securities issued or issuable in a Substantial Financing exceeds the number of securities which the Securities and Exchange Commission, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company rule or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicableadministrative practice, will be subject permitted to cutback be registered at one time (the “Registration Maximum”), the Lender or holders agree that such number of Registrable Securities may be, pro rata based on the aggregate number of with other securities initially requested by the selling Stockholders and such registered for other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual been granted piggy back rights, removed from the registration rights with statement until the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offeringMaximum is reached.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders Piggyback Holders that, in their opinion, the number of securities Registrable Securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities Registrable Securities being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of securities Registrable Securities that the underwriters advise can be sold in such offering. offering in the following order of priority: (a) If the such underwritten offering is requested initiated by Corsair, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to under the Founder Registration Rights AgreementPrior RRA: (1) first, and the Securities beneficially owned by such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially holders requested by the selling Stockholders to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated pursuant to the Prior RRA, in accordance with the Prior RRA; (2) second, any Securities to be sold by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacityfor its own account; (3) third, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Registrable Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially beneficially owned by Piggyback Holders requested by the selling Stockholders and such other security holders to be included in such underwritten offering. Subject to Section 6.1(b), securities allocated pro rata among the respective Piggyback Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Piggyback Holder; and (4) fourth, other Securities held by other selling holders who are not Stockholders or otherwise have contractual third parties requested to be included in such demand registration pursuant to registration rights with granted to such third party holder. (b) If such underwritten offering is initiated by the Company, including then, with respect to each class proposed to be registered: (1) first, any Securities to be sold by the Company for its own account; (2) second, the Securities beneficially owned by holders requested to be included pursuant to the Prior RRA, in accordance with the Prior RRA; (3) third, the Registrable Securities beneficially owned by Piggyback Holders requested to be included, allocated pro rata among the respective Piggyback Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Piggyback Holder; and (4) fourth, other Securities held by third parties requested to be included pursuant to registration rights granted to such third party holder. (c) If such underwritten offering is initiated by any third party holder, then, with respect to each class proposed to be registered: (1) first, Securities held by third parties requested to be included pursuant to registration rights granted to such third party holder; (2) second, the Securities beneficially owned by the holders of Founder Securities under the Founder Registration Rights Agreement, will requested to be included pursuant to the Prior RRA, in an underwritten offering only accordance with the consent of Stockholders holding a majority Prior RRA; (3) third, any Securities to be sold by the Company for its own account; and (4) fourth, the Registrable Securities beneficially owned by Piggyback Holders requested to be included, allocated pro rata among the respective Piggyback Holders beneficially owning such Registrable Securities on the basis of the shares being sold in number of Registrable Securities beneficially owned by each such offeringPiggyback Holder.

Cutbacks. If the managing underwriters advise the Company Parent and the selling Stockholders that, in their opinion, the number of securities Shares requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities Shares being offered, such offering will include only the number of securities Shares that the underwriters advise can be sold in such offering. If offering without adversely affecting the underwritten distribution of the Shares being offered. (A) In the case of a registered offering is requested by Corsairupon (x) the demand of one or more Demand Holder or (y) an Other Sponsor Demand (as defined herein), the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 3(a)(ii)) collectively will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate relative number of shares initially requested Shares owned by the selling Stockholders respective holders thereof requesting to be included participate in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to To the extent of any remaining capacity, the selling Stockholders and all other security holders of the Company exercising contractual piggyback stockholders having similar registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will have second priority and will be subject to cutback pro rata based on the aggregate relative number of securities initially requested Shares owned by the selling Stockholders and such other security respective holders thereof requesting to be included participate in such offering. Subject to Section 6.1(b)To the extent of any remaining capacity, securities held Parent will have third priority. Except as contemplated by the immediately preceding three sentences, other selling holders who are not Stockholders or otherwise have contractual registration stockholders (other than transferees to whom a Stockholder has assigned its rights with the Company, including the holders of Founder Securities under the Founder Registration Rights this Agreement, ) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares Shares being sold in such offering. (B) In the case of a registered offering upon the demand of any other stockholders having similar registration rights not party to this Agreement, such other stockholders collectively will have first priority and will be subject to cutback pro rata based on the relative number of Shares owned by the respective holders thereof requesting to participate in such offering. To the extent of any remaining capacity, the Stockholders will have second priority and will be subject to cutback pro rata based on the relative number of Shares owned by the respective holders thereof requesting to participate in such offering. To the extent of any remaining capacity, Parent will have third priority. (C) In the case of a registered offering upon the initiative of Parent, Parent will have first priority. To the extent of any remaining capacity, the selling Stockholders will have second priority and will be subject to cutback pro rata based on the relative number of Shares owned by the respective holders thereof requesting to participate in such offering. To the extent of any remaining capacity, all other stockholders having similar registration rights will be subject to cutback pro rata based on the relative number of Shares owned by the respective holders thereof requesting to participate in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of LGP and TPG.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of securities shares requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities shares being offered, such offering will include only the number of securities shares that the underwriters advise can be sold in such offering. If . (a) In the underwritten case of a registered offering is requested by Corsairupon the demand of one or more Stockholders, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 2.2) collectively will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata (i) first, based on the Initial Capital Interest of each such selling Stockholder (up to the number of shares initially requested by them to be included in such offering) and (ii) second, to the extent of any remaining capacity, with respect to each selling Stockholder who has been cutback (each selling Stockholder so cutback pursuant to clause (i) of Section 3.5(a) or Section 3.5(b), a “Cutback Stockholder”), a number of shares equal to (A) the remaining capacity of shares (up to the difference between the aggregate number of shares initially requested by the selling all Cutback Stockholders to be included in such offeringoffering and the aggregate number of shares allocated to such Cutback Stockholders (such difference, the “Remaining Demanded Shares”)), multiplied by (B) a fraction equal to (x) the difference between the number of shares initially requested by such Cutback Stockholder to be included in such offering and the number of shares allocated to such Cutback Stockholder pursuant to clause (i) of this Section 3.5(a), divided by (y) the Remaining Demanded Shares, without distinguishing between selling Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to To the extent of any remaining capacity, the selling Stockholders and all other security holders of the Company exercising contractual piggyback stockholders having similar registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will have second priority and will be subject to cutback pro rata based on the aggregate number of securities shares initially requested by the selling Stockholders and such other security holders them to be included in such offering. Subject to To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by Section 6.1(b)) and the immediately preceding three sentences, securities held by other selling holders who are not Stockholders or otherwise have contractual registration stockholders (other than transferees to whom a Stockholder has assigned its rights with the Company, including the holders of Founder Securities under the Founder Registration Rights this Agreement, ) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offering. (b) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, on the one hand, and all other stockholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata (i) first, based on the Initial Capital Interest of each such selling Stockholder (up to the number of shares initially requested by them to be included in such offering) and (ii) second, to the extent any shares allocated to the selling Stockholders as a group remain, with respect to each Cutback Stockholder, a number of shares equal to (A) the remaining number of shares allocated to the selling Stockholders as a group, multiplied by (B) a fraction equal to (x) the difference between the number of shares initially requested by such Cutback Stockholder to be included in such offering and the number of shares allocated to such Cutback Stockholder pursuant to clause (i) of this Section 3.5(b), divided by (y)

Cutbacks. If (a) Offerings by the Holders or WCAS Stockholders. In connection with any offering covered by a Registration Statement filed pursuant to Section 4 or pursuant to Section 4 of the WCAS Registration Rights Agreement, if the lead managing underwriters advise underwriter (if the offering shall be an Underwritten Offering) or the Holders or WCAS Stockholders who have exercised a demand registration to initiate such offering (if the offering shall not be an Underwritten Offering) give written notice to the Company (it being understood that the Company shall as soon as reasonably practicable deliver copies of such notice to all Holders and the selling WCAS Stockholders who have requested to include Registrable Securities or WCAS Registrable Securities in such offering) (a "Cutback Notice") that, in its or their reasonable and good faith opinion, the number of securities Registrable Securities and WCAS Registrable Securities requested to be included in an underwritten offering, together with such offering exceed the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that number which can be sold in such offering without adversely affecting being likely to have a significant adverse effect on the offering price, timing or distribution of the class of securities being offeredoffered or the market for the securities offered or for the Common Stock (an "Adverse Offering Effect"), then the Company shall include in such offering will include only the number of Registrable Securities and WCAS Registrable Securities which, in the good faith opinion of such underwriter or (if the offering shall not be an Underwritten Offering) the Holders holding a Majority of the Registrable Securities held by Holders who have exercised a demand registration to initiate such offering or WCAS Stockholders holding a majority of the registrable securities held by WCAS Stockholders who have exercised a demand registration to initiate such offering, as the case may be, can be included without having an Adverse Offering Effect. In such event, the shares of Common Stock and other securities to be included in such offering shall consist of (i) first, all of the Registrable Securities that the underwriters advise can be sold Holders propose to sell pursuant to Section 4 or 5 and all of the WCAS Registrable Securities that the WCAS Stockholders propose to sell pursuant to Section 4 or 5 of the WCAS Registration Rights Agreement (with any reduction in such offering. If number being allocated among the underwritten offering is requested by Corsair, Holders and the selling WCAS Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro pro-rata based on the aggregate number number, as of the date of delivery of the first Cutback Notice delivered to the Holders and WCAS Stockholders in connection with such offering, of shares initially of Common Stock represented by Registrable Securities or WCAS Registrable Securities, as the case may be, requested by the selling Stockholders each Holder and each WCAS Stockholder to be included in such offering, without distinguishing between Stockholders based calculated on who made an as-converted basis assuming that all of such Registrable Securities of such Holder and all of such WCAS Registrable Securities of such WCAS Stockholder requested to be so included that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such date), (ii) second, the demand for such offering. If the underwritten offering is one initiated by number, if any, of shares of Common Stock or other securities the Company proposes to sell for its own account that, in the reasonable and good faith opinion of such lead managing underwriter or any other security holders the Holders or WCAS Stockholders who have exercised a demand registration to initiate such offering (if the offering shall not be an Underwritten Offering) can be sold without adversely affecting the success of the Company exercising contractual demand registration rights, including offering of all the holders of Founder Registrable Securities pursuant to the Founder Registration Rights Agreementthat each Holder, and was not requested by Corsairall of the WCAS Registrable Securities that each WCAS Stockholder, then the Company or such demanding security holdersdesires to sell for its own account, as applicable, will have first priority in such offering; to the extent of any remaining capacityand (iii) third, the selling Stockholders number, if any, of other shares of Common Stock and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject offering that, in the reasonable and good faith opinion of such lead managing underwriter or the Holders or WCAS Stockholders who have exercised a demand registration to Section 6.1(b)initiate such offering (if the offering shall not be an Underwritten Offering) can be sold without having an Adverse Offering Effect or adversely affecting the success of the offering of all the Registrable Securities, WCAS Registrable Securities and other securities held by that each Holder, each WCAS Stockholder and the Company, as the case may be, desires to sell for its own account, such other selling shares of Common Stock and other securities to be allocated among the holders thereof who are not Stockholders or otherwise have contractual requested that their shares and other securities be so included in accordance with the provisions of their registration rights agreements with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offering.

Cutbacks. If (a) Offerings by the Holders or Series A Preferred Stockholders. In connection with any offering covered by a Registration Statement filed pursuant to Section 4 or pursuant to Section 4 of the Series A Registration Rights Agreement, if the lead managing underwriters advise underwriter (if the offering shall be an Underwritten Offering) or the Holders or Series A Preferred Stockholders who have exercised a demand registration to initiate such offering (if the offering shall not be an Underwritten Offering) give written notice to the Company (it being understood that the Company shall as soon as reasonably practicable deliver copies of such notice to all Holders and the selling Series A Preferred Stockholders who have requested to include Registrable Securities or Series A Registrable Securities in such offering) (a "Cutback Notice") that, in its or their reasonable and good faith opinion, the number of securities Registrable Securities and Series A Registrable Securities requested to be included in an underwritten offering, together with such offering exceed the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that number which can be sold in such offering without adversely affecting being likely to have a significant adverse effect on the offering price, timing or distribution of the class of securities being offeredoffered or the market for the securities offered or for the Common Stock (an "Adverse Offering Effect"), then the Company shall include in such offering will include only the number of Registrable Securities and Series A Registrable Securities which, in the good faith opinion of such underwriter or (if the offering shall not be an Underwritten Offering) the Holders holding a Majority of the Registrable Securities held by Holders who have exercised a demand registration to initiate such offering or Series A Preferred Stockholders holding a majority of the registrable securities held by Series A Preferred Stockholders who have exercised a demand registration to initiate such offering, as the case may be, can be included without having an Adverse Offering Effect. In such event, the shares of Common Stock and other securities to be included in such offering shall consist of (i) first, all of the Registrable Securities that the underwriters advise can be sold Holders propose to sell pursuant to Section 4 or 5 and all of the Series A Registrable Securities that the Series A Preferred Stockholders propose to sell pursuant to Section 4 or 5 of the Series A Registration Rights Agreement (with any reduction in such offering. If number being allocated among the underwritten offering is requested by Corsair, Holders and the selling Series A Preferred Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro pro-rata based on the aggregate number number, as of the date of delivery of the first Cutback Notice delivered to the Holders and Series A Preferred Stockholders in connection with such offering, of shares initially of Common Stock represented by Registrable Securities or Series A Registrable Securities, as the case may be, requested by the selling Stockholders each Holder and each Series A Preferred Stockholder to be included in such offering, without distinguishing between Stockholders based calculated on who made an as-converted basis assuming that all of such Registrable Securities of such Holder and all of such Series A Registrable Securities of such Series A Preferred Stockholder requested to be so included that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such date), (ii) second, the demand for such offering. If the underwritten offering is one initiated by number, if any, of shares of Common Stock or other securities the Company proposes to sell for its own account that, in the reasonable and good faith opinion of such lead managing underwriter or any other security holders the Holders or Series A Preferred Stockholders who have exercised a demand registration to initiate such offering (if the offering shall not be an Underwritten Offering) can be sold without adversely affecting the success of the Company exercising contractual demand registration rights, including offering of all the holders of Founder Registrable Securities pursuant to the Founder Registration Rights Agreementthat each Holder, and was not requested by Corsairall of the Series A Registrable Securities that each Series A Preferred Stockholder, then the Company or such demanding security holdersdesires to sell for its own account, as applicable, will have first priority in such offering; to the extent of any remaining capacityand (iii) third, the selling Stockholders number, if any, of other shares of Common Stock and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject offering that, in the reasonable and good faith opinion of such lead managing underwriter or the Holders or Series A Preferred Stockholders who have exercised a demand registration to Section 6.1(b)initiate such offering (if the offering shall not be an Underwritten Offering) can be sold without having an Adverse Offering Effect or adversely affecting the success of the offering of all the Registrable Securities, Series A Registrable Securities and other securities held by that each Holder, each Series A Preferred Stockholder and the Company, as the case may be, desires to sell for its own account, such other selling shares of Common Stock and other securities to be allocated among the holders thereof who are not Stockholders or otherwise have contractual requested that their shares and other securities be so included in accordance with the provisions of their registration rights agreements with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offering.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders Holders that, in their opinion, the number of securities Registrable Securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities Registrable Securities being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of securities Registrable Securities that the underwriters advise can be sold in such offering. offering in the following order of priority: (a) If the such underwritten offering is requested by Corsaira Demand Offering pursuant to Article II hereof, then, with respect to each class proposed to be registered: (1) first, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially beneficially owned by Holders requested by the selling Stockholders to be included in such offeringdemand registration, without distinguishing between Stockholders based allocated pro rata among the respective Holders beneficially owning such Registrable Securities on who made the demand for basis of the number of Registrable Securities beneficially owned by each such offering. If the underwritten offering is one initiated Holder; (2) second, any Shares to be sold by the Company or any for its own account; and (3) third, other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not Shares held by third parties requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject demand registration pursuant to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with granted to such third party holder. (b) If such underwritten offering is initiated by the Company, including then, with respect to each class proposed to be registered: (1) first, any Shares to be sold by the holders Company for its own account; (2) second, the Registrable Securities beneficially owned by members of Founder the Sheffield Group requested to be included, allocated pro rata among the respective Holders beneficially owning such Registrable Securities under on the Founder Registration Rights Agreementbasis of the number of Registrable Securities beneficially owned by each such Holder (3) third, will the Registrable Securities beneficially owned by Holders (other than members of the Sheffield Group) requested to be included, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder; and (4) fourth, other Shares held by third parties requested to be included in an pursuant to registration rights granted to such third party holder. (c) If such underwritten offering only is initiated by any third party holder, then, with respect to each class proposed to be registered: (1) first, Shares held by third parties requested to be included pursuant to registration rights granted to such third party holder; (2) second, the consent of Stockholders holding a majority Registrable Securities beneficially owned by members of the shares being Sheffield Group requested to be included, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder (3) third, the Registrable Securities beneficially owned by Holders (other than members of the Sheffield Group) requested to be included, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder; and (4) fourth, any Shares to be sold in such offeringby the Company for its own account.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders ABS Holders and Preferred Investors Holders that, in their opinion, the number of securities shares of Class A Common Stock requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, offering exceeds the amount that can be sold in such offering without adversely affecting the distribution (including the price) of the securities shares of Class A Common Stock being offered, such offering will include only the number of securities shares of Class A Common Stock that the underwriters advise can be sold in such offering. If . (a) In the underwritten case of an offering is requested by Corsairpursuant to a demand from one or more Sponsor Demand Holders, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested by the selling Stockholders to be included in such offering will be reduced by (i) only including the total number of ABS Registrable Securities of the ABS Holders in such offering as can be included with each such ABS Holder entitled to include its pro rata share (determined in accordance with Section 2.2), (ii) second, to the extent that all ABS Registrable Securities being sold for the account of the ABS Holders can be included, then if the Preferred Investors Holders elect to sell Preferred Investors Registrable Securities in the offering, without distinguishing between Stockholders based on who made only including the demand total number of Preferred Investors Registrable Securities of the Preferred Investors Holders as can be included with each such Preferred Investors Holder entitled to include its pro rata share (subject to the Preferred Investors Lock-Up and determined in accordance with Section 2.2), (iii) third, to the extent that all ABS Registrable Securities being sold for such offering. If the underwritten account of the ABS Holders and all Preferred Investors Registrable Securities being sold for the account of the Preferred Investors Holders can be included, then if the Company elects to sell shares of Class A Common Stock in the offering is one initiated for its own account, only including the total number of shares to be offered by the Company or as can be included (in addition to all such ABS Registrable Securities being sold for the account of the ABS Holders and all such Preferred Investors Registrable Securities sold for the account of the Preferred Investors Holders), and (iv) fourth, if all shares being sold for the account of the ABS Holders, the Preferred Investors Holders and the Company can be included, any other security holders shares held by stockholders other than the Holders entitled to be included therein. (b) In the case of the Company exercising contractual demand registration rights, including the holders of Founder Securities an offering pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company a demand from one or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacitymore Majority Investors Holders, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Registrable Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject offering will be reduced by (i) only including the total number of Preferred Investors Registrable Securities of the Preferred Investors Holders in such offering as can be included with each such Preferred Investors Holder entitled to include its pro rata share (subject to the Preferred Investors Lock-Up and determined in accordance with Section 6.1(b2.2), securities (ii) second, to the extent that all Preferred Investors Registrable Securities being sold for the account of the Preferred Investors Holders can be included, then if the Sponsor Demand Holders elect to sell ABS Registrable Securities in the offering, only including the total number of ABS Registrable Securities of the ABS Holders as can be included with each such ABS Holder entitled to include its pro rata share (determined in accordance with Section 2.2), (iii) third, to the extent that all Preferred Investors Registrable Securities being sold for the account of the Preferred Investors Holders and all ABS Registrable Securities being sold for the account of the ABS Holders can be included, then if the Company elects to sell shares of its Class A Common Stock in the offering for its own account, only including the total number of shares to be offered by the Company as can be included (in addition to all such Preferred Investors Registrable Securities sold for the account of the Preferred Investors Holders and all such ABS Registrable Securities being sold for the account of the ABS Holders), and (iv) fourth, if all shares being sold for the account of the Preferred Investors Holders, the ABS Holders, and the Company can be included, any other shares held by stockholders other selling holders who are than the Holders entitled to be included therein. (c) In the case of an offering not Stockholders pursuant to a demand from one or otherwise have contractual registration rights with more Sponsor Demand Holders and not pursuant to a demand from one or more Majority Investors Holders (the IPO not being considered a demand from one or more Majority Investors Holders), the Registrable Securities to be included in such offering will be reduced by (i) first only including any shares of Class A Common Stock being sold for the account of the Company, (ii) second, to the extent that all shares of Class A Common Stock being sold for the account of the Company can be included, then only including the holders total number of Founder ABS Registrable Securities under of the Founder Registration Rights Agreement, will ABS Holders and the total number of Preferred Investors Registrable Securities of the Preferred Investors Holders in such offering as can be included (in an underwritten offering only with addition to any such shares of Class A Common Stock being sold for the consent of Stockholders holding a majority account of the Company) with each such ABS Holder and Preferred Investors Holder entitled to include its pro rata share (determined in accordance with Section 2.2), or such other share as the ABS Holders and the Preferred Investors Holders agree and (iii) third, if all shares of Class A Common Stock being sold in such offeringfor the account of the Company, the ABS Holders and the Preferred Investors Holders can be included, any other shares of Class A Common Stock held by stockholders other than the Holders entitled to be included therein.

Cutbacks. If (a) In connection with any Shelf Take-Down, if the managing underwriters advise of such offering shall give notice (a “Cutback Notice”) to the Company (it being understood that the Company shall as soon as reasonably practicable provide any such notice to all Initiating Shelf Take-Down Holders) or to the Initiating Shelf Take-Down Holders that, in their opinion, the number of Registrable Securities requested to be included in such offering and, if such Shelf Take-Down shall be effected pursuant to an Automatic Shelf Registration Statement, the number of any equity securities which the Company and any Third-Party Security Holders propose to include in such offering for sale for their respective accounts exceed the selling Stockholders number of Registrable Securities and such other equity securities which can be offered or sold in such offering without being reasonably likely to have a material adverse effect on the offering price, timing or distribution of the Registrable Securities or the market for the Common Stock (an “Adverse Offering Effect”), there shall be included in such offering only the number of Registrable Securities and any such other equity securities that, in the opinion of such managing underwriters, can be included without being reasonably likely to have an Adverse Offering Effect. In such event, the Registrable Securities and any such other equity securities shall be included in the offering pursuant to such Shelf Take-Down in the following priority: (i) first, all of the Shelf Take-Down Registrable Securities which can be so included without being reasonably likely to have an Adverse Offering Effect; and (ii) second, if all of the Shelf Take-Down Registrable Securities may be so included in such offering, such number of equity securities proposed to be sold by the Company and Third-Party Security Holders in such offering which can be included therein without being reasonably likely to have an Adverse Offering Effect (with any reduction in such number being allocated among the Company and such Third-Party Security Holders in accordance with their separate agreements). If not all of the Shelf Take-Down Registrable Securities may be included in such offering without being reasonably likely to have an Adverse Offering Effect, any reduction in such number shall be allocated among the Initiating Shelf Take-Down Holders and all other Shelf Holders electing to participate in such offering pursuant to Section 4(b) pro rata based on the relative number of Shelf Take-Down Registrable Securities held by each such Shelf Holder. (b) Each Holder wishing to include Registrable Securities pursuant to Section 5(a) in any offering covered by a Registration Statement filed by the Company relating to a public offering of Common Stock or other equity securities for its own account or for the account of any security holder (other than any Holder) shall have the right to include such Registrable Securities in any such offering only to the extent that the inclusion of such Registrable Securities shall not reduce the number of shares of Common Stock or other equity securities to be offered and sold therein for the account of the Company or any such other security holder. In connection with the inclusion of Registrable Securities pursuant to Section 5(a) in any such offering, if the managing underwriters of an Underwritten Offering deliver a notice to the Company (it being understood that the Company shall as soon as reasonably practicable provide any such notice to all Holders who have requested to include Registrable Securities in such offering), that, in their opinion, the number of securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities that the Company desires proposes to sell for its own account or securities for the account of any such other security holders holder and the number of such Registrable Securities exceeds the number of securities which can be offered or sold in such offering without being reasonably likely to have a material adverse effect on the offering price, timing or distribution of the securities to be offered for the account of the Company with contractual piggyback registration rightsor such other security holder or the market for the Common Stock or other securities to be offered, including there shall be included in such offering only the holders number of Founder Registrable Securities pursuant that, in the opinion of such managing underwriters, can be included without being reasonably likely to have such a material adverse effect. If not all of the Founder Registration Rights AgreementRegistrable Securities requested to be included in such offering may be so included without being reasonably likely to have such a material adverse effect, and the reduction in the aggregate number of Registrable Securities that shall be included in such selling Stockholders will offering shall be subject allocated among the Holders who have requested Registrable Securities to cutback be so included pro rata based on the aggregate relative number of shares initially requested by the selling Stockholders to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in each such offeringHolder.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders Holders that, in their opinion, the number of securities Registrable Securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities Registrable Securities being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of securities Registrable Securities that the underwriters advise can be sold in such offering. offering in the following order of priority: (a) If the such underwritten offering is requested initiated by Corsairthe Holders pursuant to Article II, then, with respect to each class proposed to be registered: (1) first, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially beneficially owned by Holders requested by the selling Stockholders to be included in such offeringdemand registration, without distinguishing between Stockholders based allocated pro rata among the respective Holders beneficially owning such Registrable Securities on who made the demand for basis of the number of Registrable Securities beneficially owned by each such offering. If the underwritten offering is one initiated Holder; (2) second, any Securities to be sold by the Company or any for its own account; and (3) third, other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not held by third parties requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject demand registration pursuant to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with granted to such third party holder. (b) If such underwritten offering is initiated by the Company, including then, with respect to each class proposed to be registered: (1) first, any Securities to be sold by the holders Company for its own account; (2) second, the Registrable Securities beneficially owned by Holders requested to be included, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of Founder the number of Registrable Securities under the Founder Registration Rights Agreementbeneficially owned by each such Holder; and (3) third, will other Securities held by third parties requested to be included in an pursuant to registration rights granted to such third party holder. (c) If such underwritten offering only is initiated by any third party holder, then, with respect to each class proposed to be registered: (1) first, Securities held by third parties requested to be included pursuant to registration rights granted to such third party holder; (2) second, the consent of Stockholders holding a majority Registrable Securities beneficially owned by Holders requested to be included, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the shares being number of Registrable Securities beneficially owned by each such Holder; and (3) third, any Securities to be sold in such offeringby the Company for its own account.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of securities shares requested to be included in an underwritten offering (other than any resale of Registrable Securities pursuant to the Closing Shares Registration Statement that is an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, which shall be subject to Section 2.1(c)) exceeds the amount that can be sold in such offering without adversely affecting the distribution (including the timing and/or price at which the Registrable Securities can be sold) of the securities shares being offered, such offering will include only the number of securities shares that the underwriters advise can be sold in such offering. If offering without having an adverse effect on the underwritten offering is requested by Corsair, distribution (including the selling Stockholders will have first priority over securities that timing and/or price at which the Company desires to sell for its own account or securities of any other security holders Registrable Securities can be sold) of the shares being offered. The Company with contractual piggyback registration rights, including the holders will include in such Registration Statement (other than any resale of Founder Registrable Securities pursuant to the Founder Closing Shares Registration Rights AgreementStatement that is an underwritten offering, and such selling Stockholders will which shall be subject to cutback Section 2.1(c)), to the extent of the number which the Company is so advised can be sold in such offering, first, all securities proposed by the Company, if any, to be sold for its own account; second, during the Applicable Period, Registrable Securities requested by one or more of the BA Stockholders to be included, if any, in such Registration Statement; third, Registrable Securities, if any, proposed to be included as a result of the exercise of demand registration rights by the holders thereof (provided, that if such Demand Registration is requested by an Initiating Stockholder at any time from and after the Closing Shares Shelf Expiration, all Registrable Securities, if any, proposed to be included by any of the Sponsor Stockholders, BA Stockholders and/or Xxxxxx Stockholders pursuant to a piggyback registration right shall be included, pro rata based rata, on the aggregate basis of the number of shares initially of such securities requested by the selling Stockholders to be included in such offeringRegistration Statement by such Stockholders); fourth, without distinguishing between Stockholders based on who made subject to the demand for such offering. If proviso in the underwritten offering is one initiated by the Company or any other security holders immediately preceding clause, Registrable Securities proposed to be included as a result of the Company exercising contractual demand exercise of any piggyback registration rights, including if any, pro rata, on the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders basis of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of shares of such securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject Registration Statement; and fifth, such other securities requested to Section 6.1(b)be included therein, pro rata, on the basis of the number of shares of such other securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will requested to be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offeringRegistration Statement.

Cutbacks. If (a) In connection with any offering covered by a Demand Registration Statement filed pursuant to Section 2.2(a), if the lead managing underwriters advise of such offering shall give written notice (a “Cutback Notice”) to the Company and (which Cutback Notice the selling Stockholders Company shall deliver to the Holder as soon as reasonably practicable thereafter) that, in their opinionjudgment (and notwithstanding any Proposed Offering Amount determined for such offering), the number of securities Registrable Securities requested to be included in an underwritten offering, together with such offering and any shares of Common Stock which the securities requested by other security holders with contractual registration rights, including Company proposes to sell for its own account in such offering exceed the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that number which can be sold in such offering without adversely affecting being reasonably likely to have a material adverse effect on the offering price, timing or distribution of the securities being offeredshares offered or the market for the shares offered (an “Adverse Offering Effect”), the Company shall include in such offering will include only the number of securities that Registrable Securities and such other shares that, in the underwriters advise judgment of such underwriters, can be sold included without being reasonably likely to have an Adverse Offering Effect, in accordance with this Section 2.4. (b) In the event that, after the Holder delivers a Piggyback Registration Notice but before the consummation of an Early Initial Offering, the lead managing underwriters thereof shall give a Cutback Notice to the Company (which Cutback Notice the Company shall deliver to the Holder as soon as reasonably practicable thereafter) with respect to a reduction of the Early Initial Offering amount, the number of shares of Common Stock initially included for the account of the Company and the number of Registrable Securities initially included for the account of the Holder shall be reduced pro-rata based on the numbers of shares of Common Stock initially included for the accounts of the Company and the Holder, respectively, provided that, if such a pro-rata reduction would result in the Company receiving less than the Minimum Primary Offering Amount, in the judgment of the lead managing underwriters of the Early Initial Offering, the number of Registrable Securities to be included in the Early Initial Offering shall be reduced to an amount that would result in the Company receiving at least the Minimum Primary Offering Amount, in the judgment of the lead managing underwriters of the Early Initial Offering, even if such reduction shall require the exclusion from the Early Initial Offering of more Registrable Securities than shares of Common Stock to be offered therein for the Company’s account. For purposes of illustration only, if 2,000,000 shares and 1,000,000 shares were initially included in the Early Initial Offering for the accounts of the Company and the Holder, respectively, a pro-rata reduction of a total of 600,000 shares specified in the Cutback Notice shall require a reduction of 400,000 shares to be offered for the account of the Company and 200,000 shares to be offered for the account of the Holder. If, however, in the judgment of the lead managing underwriters of the Early Initial Offering (after taking into account a pro-rata reduction of 600,000 shares provided for in the Cutback Notice in order to avoid an Adverse Offering Effect, and for purposes of illustration with respect to an Early Initial Offering only), (A) the sale of 1,600,000 shares would be expected to yield an amount of net proceeds, after deduction of underwriting discounts and fees, of less than the Minimum Primary Offering Amount, and (B) the sale of 1,800,000 shares for the account of the Company would be necessary to yield an amount of net proceeds to the Company, after deduction of underwriting discounts and fees, exactly equal to the Minimum Primary Offering Amount, then the Early Initial Offering shall include (i) 1,800,000 shares for the account of the Company (reflecting a reduction in shares offered for the account of the Company of 200,000 shares), and (ii) 600,000 shares for the account of the Holder (reflecting a reduction in shares offered for the account of the Holder of 400,000 shares), for a total of 2,400,000 shares to be included in the Early Initial Offering. (c) In the event that, after the Holder delivers a Piggyback Registration Notice but before the consummation of a Later Initial Offering, the lead managing underwriters thereof shall give a Cutback Notice to the Company (which Cutback Notice the Company shall deliver to the Holder as soon as reasonably practicable thereafter) with respect to a reduction of the Later Initial Offering amount, the number of shares of Common Stock initially included for the account of the Company and the number of Registrable Securities initially included for the account of the Holder shall be reduced pro-rata based on the numbers of shares of Common Stock initially included for the accounts of the Company and the Holder, respectively. For purposes of illustration only, if 1,500,000 shares and 1,000,000 shares were initially included in the Later Initial Offering for the accounts of the Company and the Holder, respectively, a pro-rata reduction of a total of 600,000 shares specified in the Cutback Notice shall require a reduction of 360,000 shares to be offered for the account of the Company and 240,000 shares to be offered for the account of the Holder. (d) In connection with the inclusion of Registrable Securities pursuant to Section 2.3(a) in any Subsequent Offering, if the lead managing underwriters of an Underwritten Offering deliver a Cutback Notice to the Company (which Cutback Notice the Company shall deliver to the Holder as soon as reasonably practicable thereafter), the Company shall include in such offering. If offering the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities that shares of Common Stock the Company desires proposes to sell for its own account or securities for the account of any security holder (other security holders than the Holder) and the shares of Registrable Securities requested to be included pursuant to Section 2.3(a) that, in the judgment of such lead managing underwriters, can be included without being reasonably likely to have an Adverse Offering Effect. In such event, the shares of Common Stock proposed to be included for the account of the Company with contractual piggyback registration rights, including and the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested by Registrable Securities designated in the selling Stockholders to Piggyback Registration Notice shall be included in such offering, without distinguishing between Stockholders based reduced on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro a pro-rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offeringbasis.

Cutbacks. If (i) Notwithstanding the managing underwriters advise registration obligations set forth in this Section 4.15, if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 promulgated under the Securities Act or otherwise, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform the Purchasers and use its commercially reasonable efforts to file amendments to any effective Registration Statements (or file separate Registration Statements) as required by the selling Stockholders thatSEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 (or if available, Form S-3) to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in their opinionaccordance with applicable SEC guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (ii) Notwithstanding any other provision of this Section 4.15, if the SEC sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, the number of Registrable Securities to be registered on such Registration Statement will be reduced by reducing or eliminating any securities requested to be included in an underwritten offeringother than Registrable Securities. In the event of such a cutback, together the Company shall give the Purchasers at least five (5) calendar days prior written notice along with the securities requested by other security holders calculations as to the Purchaser’s allotment. In the event the Company amends the Registration Statement in accordance with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If the underwritten offering is requested by Corsairforegoing, the selling Stockholders Company will have first priority over securities that use its commercially reasonable efforts to file with the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rightsSEC, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested as promptly as allowed by the selling Stockholders SEC or applicable SEC guidance provided to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number registrants of securities initially requested by the selling Stockholders and such other security holders in general, one or more registration statements on Form S-1 (or if available, Form S-3) to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are register for resale those Registrable Securities that were not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offeringpreviously registered for resale.

Cutbacks. If the managing underwriters advise underwriter advises the Company and the selling Stockholders that, in their opinion, that the number of securities requested shares to be included in an underwritten offeringa registration pursuant to Section 3 should be limited due to market conditions or otherwise, (a) if the registration was initiated by the Company, together with the (i) all shares of securities requested held by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution stockholders of the securities being offeredCompany other than Holders of Registrable Securities and Pari Passu Holders shall first be excluded, (ii) next, if additional shares must be excluded from such offering will include only registration, Holders of Registrable Securities and Pari Passu Holders shall share pro rata in the number of securities that shares of Registrable Securities to be excluded from such registration pursuant to this clause, such sharing to be based on the underwriters advise can respective numbers of Registrable Securities owned by such holders, and (iii) if additional shares must be sold in excluded from such offering. If the underwritten offering is requested registration, shares to be issued by Corsair, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders shall be excluded; and (b) if the registration was initiated by stockholders of the Company with contractual piggyback registration rights, including the holders other than Holders of Founder Registrable Securities pursuant to registration rights granted to such holders in compliance with Section 8, (i) shares to be issued by the Founder Registration Rights AgreementCompany shall first be excluded, (ii) next, if additional shares must be excluded from such registration, Holders of Registrable Securities shall share pro rata in the number of shares of Registrable Securities to be excluded from such registration pursuant to this clause (ii), such sharing to be based on the respective numbers of Registrable Securities owned by such holders, and (iii) finally, if additional shares must be excluded from such selling Stockholders will registration, shares to be subject to cutback registered by stockholders of the Company other than Holders of Registrable Securities shall be excluded pro rata based on the aggregate number of shares initially requested by the selling Stockholders to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated determined or as agreed by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offeringstockholders among themselves.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of securities shares requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities shares being offered, such offering will include only the number of securities shares that the underwriters advise can be sold in such offering. If . (i) In the underwritten case of a registered offering is requested by Corsairupon the demand of one or more Stockholders, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to this Agreement) collectively will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares Registrable Securities held by each such selling Stockholder at the time of the demand (up to the number of Registrable Securities initially requested by the selling Stockholders them to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering). If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to To the extent of any remaining capacity, the selling Stockholders and all other security holders of the Company exercising contractual piggyback stockholders having similar registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will have second priority and will be subject to cutback pro rata based on the aggregate number of securities shares initially requested by the selling Stockholders and such other security holders them to be included in such offering. Subject to Section 6.1(b)Except as contemplated by the immediately preceding two sentences, securities held by other selling holders who are not Stockholders or otherwise have contractual registration stockholders (other than a transferee to whom a Stockholder has assigned its rights under this Agreement in accordance with the Company, including the holders terms of Founder Securities under the Founder Registration Rights this Agreement, ) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares Registrable Securities being sold in such offering. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders exercising piggyback rights pursuant to this Agreement collectively will have second priority and will be subject to cutback pro rata based on the number of Registrable Securities held by each such selling Stockholder at the time the Company notice is issued (up to the number of Registrable Securities initially requested by them to be included in such offering). To the extent of any remaining capacity, all other stockholders having similar registration rights will have third priority and will be subject to cutback pro rata based on the number of shares initially requested by them to be included in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement in accordance with the terms of this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Registrable Securities proposed to be sold by Stockholders in such offering.

Cutbacks. If (1) (a) if the managing underwriters advise Commission does not declare the Registration Statement effective, or (b) if the Commission allows the Registration Statement to be declared effective, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (a) or (b) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (b) the Company and may reduce, on a pro rata basis, the selling Stockholders that, in their opiniontotal number of Registrable Securities to be registered on behalf of each such Holder. In any such pro rata reduction, the number of securities requested Registrable Securities to be registered on such Registration Statement will first be reduced by (i) first, the Registrable Securities represented by the Registrable Warrant Shares (applied, in the case that some Registrable Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Warrant Shares held by such Holders on a fully diluted basis), and (ii) second, Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders) only if the issue of the Commission with the Registration Statement is the inclusion of the Registrable Securities. In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Securities have been registered pursuant to an effective Registration Statement, (BB) the Registrable Securities may be resold pursuant to Rule 144 of the Securities Act without any limitations or restrictions, or (CC) the Holder agrees to be named as an underwriter in any such registration statement. The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement; and (2) For not more than thirty (30) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section upon the occurrence of any Suspension Event (an underwritten offering“Allowed Delay”); provided, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders shall promptly (a) notify each Holder in writing of the Company with contractual piggyback registration rightscommencement of an Allowed Delay, including but shall not (without the holders prior written consent of Founder Securities pursuant an Holder) disclose to such Holder any material non-public information giving rise to an Allowed Delay, (b) advise the Founder Holders in writing to cease all sales under the Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on Statement until the aggregate number of shares initially requested by the selling Stockholders to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders end of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant Allowed Delay and (c) use commercially reasonable efforts to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, terminate an Allowed Delay as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offeringpromptly as practicable.

Cutbacks. If the managing underwriters advise underwriter of any underwritten -------- offering shall inform the Company and the selling Stockholders that, in their opinion, by letter of its belief that the number of securities Registrable Securities requested to be included in an underwritten a registration under this Section 2.2 would materially adversely affect such offering, together with then the Company will include in such registration, first, the securities requested proposed by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can Company ----- to be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or and, second, the Registrable Securities and all ------ other securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested by the selling Stockholders to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of the number and type, if any, that the Company is so advised can be sold in (or during the time of) such offering, first, pro rata among the Holders ----- of Registrable Securities in accordance with the number of shares of Registrable Securities held by and issuable upon conversion of Common Stock Equivalents to each such Holder, and second, pro rata among the holders of any remaining capacity, the selling Stockholders and other security holders securities ------ of the Company exercising contractual piggyback registration rights with respect to participate in such offering, including which the holders thereof are entitled to and desire "piggy-back" or similar registration rights. Notwithstanding anything to the contrary herein, pursuant to Section 2.1.5 of Founder Securities under the Founder Acorn Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate managing underwriter of any underwritten demand offering under the Acorn Registration Rights Agreement limits the number of securities initially requested Registrable Securities to be sold under such registration, the Registrable Securities held by the selling Stockholders and such other security holders to Acorn Holders shall be included first, and after all such Registrable Securities of the Acorn Holders are included, the Other Registrable Securities (as defined in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Acorn Registration Rights Agreement, will ) shall be included in an underwritten offering only with the consent of Stockholders holding on a majority of the shares being sold pro rata basis among such holders participating in such offering.

Cutbacks. If (a) Offerings by the Holders, the WCAS Stockholders or the TCP Holders. In connection with any offering covered by a Registration Statement filed pursuant to Section 4 of this Agreement, Section 4 of the WCAS Registration Rights Agreement or Section 4 of the TCP Registration Rights Agreement, if the lead managing underwriters advise underwriter or (if the offering shall not be an Underwritten Offering) the Holders, the WCAS Stockholders or the TCP Holders who have exercised a demand registration to initiate such offering give written notice (a “Cutback Notice”) to the Company and (it being understood that the selling Stockholders Company shall as soon as reasonably practicable deliver copies of any such notice that has not been made by the Holders to all Holders who have requested to include Registrable Securities in such offering) that, in its or their reasonable and good faith opinion, the number of securities Registrable Securities, the WCAS Registrable Securities and the TCP Registrable Securities requested to be included in an underwritten offering, together with such offering exceed the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that number which can be sold in such offering without adversely affecting being likely to have a significant adverse effect on the offering price, timing or distribution of the class of securities being offered, on the market for the securities offered or on the market for the Common Stock (an “Adverse Offering Effect”), then the Company shall include in such offering will include only the number of Registrable Securities, WCAS Registrable Securities and TCP Registrable Securities which, in the good faith opinion of such underwriter or (if the offering shall not be an Underwritten Offering) the Holders, the WCAS Stockholders or the TCP Holders who have exercised a demand registration to initiate such offering, as the case may be, can be included without having an Adverse Offering Effect. In such event, the shares of Common Stock and other securities to be included in such offering shall consist of (i) first, all of the Registrable Securities that the underwriters advise can be sold Holders propose to sell pursuant to Section 4 or 5, all of the WCAS Registrable Securities that the WCAS Stockholders propose to sell pursuant to Section 4 or 5 of the WCAS Registration Rights Agreement and all of the TCP Registrable Securities that the TCP Holders propose to sell pursuant to Section 4 or 5 of the TCP Registration Rights Agreement (with any reduction in such offering. If number being allocated among the underwritten offering is requested by CorsairHolders, the selling WCAS Stockholders will have first priority over securities that and the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro TCP Holders pro-rata based on the aggregate number number, as of the date of delivery of the first Cutback Notice delivered to the Holders, the WCAS Stockholders and the TCP Holders in connection with such offering, of shares initially of Common Stock represented by the Registrable Securities, the WCAS Registrable Securities or the TCP Registrable Securities, as the case may be, requested by the selling Holders, the WCAS Stockholders and the TCP Holders to be included in such offering, without distinguishing between calculated on an as-converted basis assuming that all of the Registrable Securities of the Holders, all of the WCAS Registrable Securities of the WCAS Stockholders based on who made and all of the demand TCP Registrable Securities of the TCP Holders requested to be so included that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such offering. If date), (ii) second, the underwritten offering is one initiated by number, if any, of shares of Common Stock or other securities the Company proposes to sell for its own account that, in the reasonable and good faith opinion of such lead managing underwriter or any other security holders of (if the Company exercising contractual offering shall not be an Underwritten Offering) the Holders, the WCAS Stockholders or the TCP Holders who have exercised a demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreementinitiate such offering can be sold without having an Adverse Offering Effect, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity(iii) third, the selling Stockholders number, if any, of other shares of Common Stock and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b)offering that, securities held by other selling holders who are in the reasonable and good faith opinion of such lead managing underwriter or (if the offering shall not be an Underwritten Offering) the Holders, the WCAS Stockholders or otherwise the TCP Holders who have contractual exercised a demand registration to initiate such offering can be sold without having an Adverse Offering Effect, such other shares of Common Stock and other securities to be allocated among the holders thereof who have requested that their shares and other securities be so included in accordance with the provisions of their registration rights agreements with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offering.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested by the selling Stockholders to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by CorsairXxxxxxx, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offering.

Cutbacks. If the managing underwriter or underwriters of any proposed Underwritten Offering advise the Company in writing that the total amount or kind of securities which the Holders of Warrant Shares, the Holders of Exchange Shares, the Company and any other persons requesting registration of securities pursuant to rights similar to the rights of Holders under Section 5 (such other persons, "Other Holders") intended to be included in such Underwritten Offering is sufficiently large to materially adversely affect the success of such Underwritten Offering, then the amount or kind of securities to be offered for the accounts of the Holders of Warrant Shares, the Holders of Exchange Shares, the Company and the selling Stockholders thatOther Holders shall be reduced to the extent necessary to reduce the total amount or kind of securities to be included in such Underwritten Offering to the amount or kind recommended by such managing underwriter or underwriters as follows: o first, pro rata from all Other Holders; o second, from the Company; o third, pro rata, from all Note Holders requesting registration, in their opinionthe case of an Underwritten Offering requested by Initiating Warrant Holders, or from all Warrant Holders requesting registration, in the case of an Underwritten Offering requested by Initiating Note Holders; and o fourth, pro rata, from all Warrant Holders requesting registration, in the case of an Underwritten Offering requested by Initiating Warrant Holders, or from all Note Holders requesting registration, in the case of an Underwritten Offering requested by Initiating Note Holders; provided, however, that if both Warrant Holders and Note Holders exercise a demand for an Underwritten Offering in any one twelve (12) month period, then in the second such demand Underwritten Offering, the number of securities that the Company has requested to be included in an underwritten offering, together such Underwritten Offering shall be cut-back pro rata with the securities Warrant Holders, in the case of an Underwritten Offering requested by other security holders Initiating Warrant Holders, and pro rata with contractual registration rightsthe Note Holders, including in the rights case of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If the underwritten offering is an Underwritten Offering requested by CorsairInitiating Note Holders, but otherwise the selling Stockholders will have first priority over securities that order of cut-back shall remain the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested by the selling Stockholders to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offeringsame.

Cutbacks. If (a) Offerings by the Holders, the Series A Preferred Stockholders or the FD Holders. In connection with any offering covered by a Registration Statement filed pursuant to Section 4 of this Agreement, Section 4 of the Series A Registration Rights Agreement or Section 3 of the FD Registration Rights Agreement, if the lead managing underwriters advise underwriter or (if the offering shall not be an Underwritten Offering) the Holders, the Series A Preferred Stockholders or the FD Holders who have exercised a demand registration to initiate such offering give written notice (a “Cutback Notice”) to the Company and (it being understood that the selling Stockholders Company shall as soon as reasonably practicable deliver copies of any such notice that has not been made by the Holders to all Holders who have requested to include Registrable Securities in such offering) that, in its or their reasonable and good faith opinion, the number of securities Registrable Securities, the Series A Registrable Securities and the FD Registrable Common Shares requested to be included in an underwritten offering, together with such offering exceed the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that number which can be sold in such offering without adversely affecting being likely to have a significant adverse effect on the offering price, timing or distribution of the class of securities being offered, on the market for the securities offered or on the market for the Common Stock (an “Adverse Offering Effect”), then the Company shall include in such offering will include only the number of Registrable Securities, Series A Registrable Securities and FD Registrable Common Shares which, in the good faith opinion of such underwriter or (if the offering shall not be an Underwritten Offering) the Holders, the Series A Preferred Stockholders or the FD Holders who have exercised a demand registration to initiate such offering, as the case may be, can be included without having an Adverse Offering Effect. In such event, the shares of Common Stock and other securities to be included in such offering shall consist of (i) first, all of the Registrable Securities that the underwriters advise can be sold Holders propose to sell pursuant to Section 4 or 5, all of the Series A Registrable Securities that the Series A Preferred Stockholders propose to sell pursuant to Section 4 or 5 of the Series A Registration Rights Agreement and all of the FD Registrable Common Shares that the FD Holders propose to sell pursuant to Section 3 or 4 of the FD Registration Rights Agreement (with any reduction in such offering. If number being allocated among the underwritten offering is requested by CorsairHolders, the selling Series A Preferred Stockholders will have first priority over securities that and the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro FD Holders pro-rata based on the aggregate number number, as of the date of delivery of the first Cutback Notice delivered to the Holders, the Series A Preferred Stockholders and the FD Holders in connection with such offering, of shares initially of Common Stock represented by the Registrable Securities, the Series A Registrable Securities or the FD Registrable Common Shares, as the case may be, requested by the selling Holders, the Series A Preferred Stockholders and the FD Holders to be included in such offering, without distinguishing between calculated on an as-converted basis assuming that all of the Registrable Securities of the Holders and all of the Series A Registrable Securities of the Series A Preferred Stockholders based on who made requested to be so included that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such date), (ii) second, the demand for such offering. If the underwritten offering is one initiated by number, if any, of shares of Common Stock or other securities the Company proposes to sell for its own account that, in the reasonable and good faith opinion of such lead managing underwriter or any other security holders of (if the Company exercising contractual offering shall not be an Underwritten Offering) the Holders, the Series A Preferred Stockholders or the FD Holders who have exercised a demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreementinitiate such offering can be sold without having an Adverse Offering Effect, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity(iii) third, the selling Stockholders number, if any, of other shares of Common Stock and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b)offering that, securities held by other selling holders who are in the reasonable and good faith opinion of such lead managing underwriter or (if the offering shall not be an Underwritten Offering) the Holders, the Series A Preferred Stockholders or otherwise the FD Holders who have contractual exercised a demand registration to initiate such offering can be sold without having an Adverse Offering Effect, such other shares of Common Stock and other securities to be allocated among the holders thereof who have requested that their shares and other securities be so included in accordance with the provisions of their registration rights agreements with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offering.

Cutbacks. If (1) (a) if the managing underwriters advise Commission does not declare the Registration Statement effective on or before the Registration Default Date, or (b) if the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Default Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (a) or (b) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (b) the Company and may reduce, on a pro rata basis, the selling Stockholders that, in their opiniontotal number of Registrable Securities to be registered on behalf of each such Holder. In any such pro rata reduction, the number of securities requested Registrable Securities to be registered on such Registration Statement will first be reduced by (i) first, the Registrable Securities represented by the Registrable Warrant Shares (applied, in the case that some Registrable Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Warrant Shares held by such Holders on a fully diluted basis), and (ii) second, Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Securities have been registered pursuant to an effective Registration Statement, (BB) the Registrable Securities may be resold without restriction pursuant to Rule 144 of the Securities Act, or (CC) the Holder agrees to be named as an underwriter in any such registration statement. The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement; and (2) For not more than twenty (20) consecutive days or for a total of not more than forty-five (45) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in an underwritten offering, together with any Registration Statement contemplated by this Section in the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities event that the Company desires determines in good faith that such suspension is necessary to sell for its own account or securities (A) delay the disclosure of any other security holders material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company with contractual piggyback registration rightsor (B) amend or supplement the affected Registration Statement or the related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading, including in connection with the holders filing of Founder Securities pursuant a post-effective amendment to the Founder such Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested by the selling Stockholders to be included Statement in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights connection with the Company’s filing of an Annual Report on Form 10-K for any fiscal year (an “Allowed Delay”); provided, including that the holders Company shall promptly (a) notify each Holder in writing of Founder Securities the commencement of an Allowed Delay, but shall not (without the prior written consent of an Holder) disclose to such Holder any material non-public information giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Founder Registration Rights Agreement, will be included in an underwritten offering only with Statement until the consent of Stockholders holding a majority end of the shares being sold in such offeringAllowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders Investors that, in their reasonable good faith opinion, the number of securities requested to be included in an underwritten offering (other than any resale of Registrable Securities pursuant to a Shelf Resale Registration that is an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, which shall be subject to Section 2.1(f)) exceeds the amount that can be sold in such offering without adversely affecting the distribution (including the timing and/or price at which the Registrable Securities can be sold) of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If offering without having an adverse effect on the underwritten offering is requested by Corsair, distribution (including the selling Stockholders will have first priority over securities that timing and/or price at which the Company desires to sell for its own account or securities of any other security holders Registrable Securities can be sold) of the securities being offered. The Company with contractual piggyback registration rights, including the holders will include in such Registration Statement (other than any resale of Founder Registrable Securities pursuant to the Founder Shelf Resale Registration Rights Agreementthat is an underwritten offering, and such selling Stockholders will which shall be subject to cutback pro rata based on Section 2.1(f)), to the aggregate extent of the number of shares initially requested by securities which the selling Stockholders to Company is so advised can be included sold in such offering, without distinguishing between Stockholders based on who made (i) first, all securities proposed by Company, if any, to be sold for its own account, in the demand for such offering. If the case of an underwritten offering is one initiated by the Company or any other security holders Company; (ii) second, during the Applicable Period, securities proposed to be sold by the BofA Investors; (iii) third, Registrable Securities proposed to be sold by the Investor(s) initiating the registration, pro rata, on the basis of the Company exercising contractual demand registration rights, including number of Registrable Securities owned by the holders of Founder Securities pursuant Investors who requested to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreementbe included (including, if applicable, will be subject Class A Warrants on an as-exercised basis); (iv) fourth, any Existing Registrable Securities as to cutback which piggyback rights have been exercised by any holders thereof, pro rata based on the aggregate basis of the number of such securities requested to be included; (v) fifth, any other Registrable Securities as to which piggyback rights have been exercised by any holders thereof, pro rata on the basis of the number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject included, (vi) sixth, any other securities as to Section 6.1(b), securities held which piggyback rights have been exercised by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the any holders of Founder Securities under Company securities, pro rata on the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority basis of the shares being sold in such offeringnumber of securities requested to be included, and (vii) seventh, any other securities of the Company that the Company has agreed to include, pro rata on the basis of the number of securities requested to be included.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders Securityholders that, in their opinion, the number of securities Registrable Securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities Registrable Securities being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of securities Registrable Securities that the underwriters advise can be sold in such offering. offering in the following order of priority: (a) If the such underwritten offering is requested initiated by Corsairthe Securityholders pursuant to Article II, then, with respect to each class proposed to be registered: (i) first, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially beneficially owned by Securityholders requested by the selling Stockholders to be included in such offeringdemand registration, without distinguishing between Stockholders based allocated pro rata among the respective Securityholders beneficially owning such Registrable Securities on who made the demand for basis of the number of Registrable Securities beneficially owned by each such offering. If the underwritten offering is one initiated Securityholder; (ii) second, any Securities to be sold by the Company or for its own account; and (iii) third, other Securities held by any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not third parties requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject demand registration pursuant to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with granted to such third-party holder. (b) If such underwritten offering is initiated by the Company, including then, with respect to each class proposed to be registered: (i) first, any Securities to be sold by the holders of Founder Company for its own account; (ii) second, the Registrable Securities under the Founder Registration Rights beneficially owned by Securityholders requested to be included pursuant to this Agreement, will allocated pro rata among the respective Securityholders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Securityholder; and (iii) third, other Securities held by any other third parties requested to be included in an pursuant to registration rights granted to such third-party holder. (c) If such underwritten offering only is initiated by any third-party holder, then, with respect to each class proposed to be registered: (i) first, Securities held by demanding third parties requested to be included pursuant to registration rights granted to such third-party holder and the consent of Stockholders holding a majority Registrable Securities beneficially owned by Securityholders requested to be included, allocated pro rata among the respective third-party Securityholders beneficially owning such Securities or Registrable Securities, respectively on the basis of the shares being number of Registrable Securities or Securities beneficially owned by each such Securityholder or third party, respectively; (ii) second, any Securities to be sold in by the Company for its own account; and (iii) third, other Securities held by any other third parties requested to be included pursuant to registration rights granted to such offeringthird-party holder.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders Holders that, in their opinion, the number of securities Registrable Securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities Registrable Securities being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of securities Registrable Securities that the underwriters advise can be sold in such offering. offering in the following order of priority: (a) If the such underwritten offering is requested initiated by Corsairthe Demand Holders pursuant to Article II, then, with respect to each class proposed to be registered: (1) first, the selling Stockholders will Registrable Securities beneficially owned by the Demand Holders that have first priority over securities demanded such offering, allocated pro rata among such Demand Holders on the basis of the number of Registrable Securities beneficially owned by each such Demand Holder; (2) second, the Registrable Securities beneficially owned by Holders that requested to be included in such demand registration (including by exercise of piggyback rights), other than the Demand Holders, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder; (3) third, any Securities to be sold by the Company desires to sell for its own account or securities requested to be included in such demand registration by the Company; and (4) fourth, other Securities held by third parties requested to be included in such demand registration pursuant to registration rights granted to such third party holder. (b) If such underwritten offering is initiated by the Company, then, with respect to each class proposed to be registered: (1) first, any Securities to be sold by the Company for its own account requested to be included in such registration by the Company; (2) second, the Registrable Securities beneficially owned by Holders that requested to be included in such registration (including by exercise of piggyback rights), allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder; and (3) third, other Securities held by third parties requested to be included in such registration pursuant to registration rights granted to such third party holder. (c) If such underwritten offering is initiated by any third party holder, then, with respect to each class proposed to be registered: (1) first, other Securities held by third parties requested to be included in such demand registration pursuant to registration rights granted to such third party holder; (2) second, the Registrable Securities beneficially owned by Holders that requested to be included in such demand registration (including by exercise of piggyback rights), allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder; and (3) third, any Securities to be sold by the Company for its own account requested to be included in such demand registration by the Company. To the extent of any remaining capacity, and in all other security holders of cases, the selling Holders (and any other Persons having registration rights pari passu with the Holders and participating in such offering) and the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares Registrable Securities initially requested by the selling Stockholders them to be included in such offering, without distinguishing between Stockholders Holders (or other Persons exercising pari passu registration rights) based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offeringotherwise.

Cutbacks. In connection with any registration under this Section 5 -------- involving an underwriting, ART shall not be required to include any Registrable Shares in such registration unless Holders accept the terms of the underwriting as agreed between ART and the underwriters selected by it. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities underwriter advises ART that the underwriters advise can be sold in such offering. If the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account inclusion of Registrable Shares or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested by the selling Stockholders proposed to be included in such offeringregistration would interfere with the successful marketing (including pricing) of shares for ART's account proposed to be registered by ART, without distinguishing between Stockholders based then ART shall be required to include in the registration only that number of Registrable Shares, if any, which the managing underwriter believes should be included therein. In such case, the securities so included shall be reduced as follows: (i) all shares which stockholders other than ART, the Holders and other persons or entities holding registration rights seek to include in the registration shall be excluded from the registration to the extent limitation on who made the demand for such offering. If number of shares included in the underwritten offering registration is one initiated required; and (ii) if further limitation on the number of shares to be included in the registration is required, then the shares to be registered shall include: (a) first, shares to be registered by ART, (b) second, those shares held by the Company persons or any entities holding registration rights which by their terms are prior to the rights of BCI the agreements for which are set forth on Schedule 5.5; and, if pursuant to a demand by persons having so called "demand registration rights", the shares such parties hold, and (c) third shares held by all other security holders of the Company exercising contractual demand persons or entities holding registration rights, including the holders of Founder Securities BCI's Registrable Shares, if any. If pursuant to clause (c) of the Founder Registration Rights Agreement, and was not requested by Corsair, prior sentence other persons or entities holding registration rights seek to register such rights then the Company Holders and such other persons or such demanding security holders, as applicable, will have first priority entities shall participate in such offering; the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the extent conversion into Common Stock of all securities convertible thereunto). If any remaining capacityholder of registration rights would thus be entitled to include more shares than such holder requested to be registered, the selling Stockholders and excess shall be allocated among other security requesting holders of pro rata in the Company exercising contractual manner described in the preceding sentence. ART will not grant new piggyback registration rights to participate in such offering, including with priorities greater than the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual piggyback registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offeringHolders.

Cutbacks. If the managing underwriters of any Piggyback Registration advise the Company and the selling Stockholders that, in writing that in their opinion, good faith judgment the number of securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Piggyback Registration Rights Agreement, exceeds the amount number that can be sold in such the offering without in light of marketing factors or because the sale of a greater number would adversely affecting affect the distribution price of the securities being offeredRegistrable Securities to be sold in such Piggyback Registration, such offering will include only then the total number of securities that the underwriters advise can be sold included in such offering. If Piggyback Registration shall be allocated (i) first, to the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities that of the Company desires the Company proposes to issue and sell for its own account or account; (ii) second, to each holder of Piggyback Securities who is a Series B Holder in proportion to such Holder's ownership of the total number of Piggyback Securities held by Series B Holders (in their capacity as Series B Holders) ; (iii) third to each holder of Piggyback Securities who is a Series A Holder in proportion to such Holder's ownership of the total number of Piggyback Securities held by Series A Holders (in their capacity as Series A Holders); (iv) fourth to each holder of Piggyback Securities who is a Common Stock Holder in proportion to such holder's ownership of the total number of Piggyback Securities held by Common Stock Holders (in their capacity as Common Stock Holders); and (v) fifth, among any securities of any other security holders of the Company the Company proposes to register for sale by any Person (other than a holder of Piggyback Securities) in such Piggyback Registration in accordance with any contractual piggyback registration rights, including provisions binding on the Company and/or the holders of Founder Securities pursuant to such securities or, if no contractual provisions apply, as the Founder Company may determine. Notwithstanding the foregoing, unless such Piggyback Registration Rights Agreementis the initial public offering of the Company's Common Stock, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested by the selling Stockholders Piggyback Securities permitted to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders Piggyback Registration shall be at least 50% of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be shares of Common Stock included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offeringregistration.

Cutbacks. If (a) Offerings by the Holders, the Series A Preferred Stockholders or the TCP Holders. In connection with any offering covered by a Registration Statement filed pursuant to Section 4 of this Agreement, Section 4 of the Series A Registration Rights Agreement or Section 4 of the TCP Registration Rights Agreement, if the lead managing underwriters advise underwriter or (if the offering shall not be an Underwritten Offering) the Holders, the Series A Preferred Stockholders or the TCP Holders who have exercised a demand registration to initiate such offering give written notice (a “Cutback Notice”) to the Company and (it being understood that the selling Stockholders Company shall as soon as reasonably practicable deliver copies of any such notice that has not been made by the Holders to all Holders who have requested to include Registrable Securities in such offering) that, in its or their reasonable and good faith opinion, the number of securities Registrable Securities, the Series A Registrable Securities and the TCP Registrable Securities requested to be included in an underwritten offering, together with such offering exceed the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that number which can be sold in such offering without adversely affecting being likely to have a significant adverse effect on the offering price, timing or distribution of the class of securities being offered, on the market for the securities offered or on the market for the Common Stock (an “Adverse Offering Effect”), then the Company shall include in such offering will include only the number of Registrable Securities, Series A Registrable Securities and TCP Registrable Securities which, in the good faith opinion of such underwriter or (if the offering shall not be an Underwritten Offering) the Holders, the Series A Preferred Stockholders or the TCP Holders who have exercised a demand registration to initiate such offering, as the case may be, can be included without having an Adverse Offering Effect. In such event, the shares of Common Stock and other securities to be included in such offering shall consist of (i) first, all of the Registrable Securities that the underwriters advise can be sold Holders propose to sell pursuant to Section 4 or 5, all of the Series A Registrable Securities that the Series A Preferred Stockholders propose to sell pursuant to Section 4 or 5 of the Series A Registration Rights Agreement and all of the TCP Registrable Securities that the TCP Holders propose to sell pursuant to Section 4 or 5 of the TCP Registration Rights Agreement (with any reduction in such offering. If number being allocated among the underwritten offering is requested by CorsairHolders, the selling Series A Preferred Stockholders will have first priority over securities that and the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro TCP Holders pro-rata based on the aggregate number number, as of the date of delivery of the first Cutback Notice delivered to the Holders, the Series A Preferred Stockholders and the TCP Holders in connection with such offering, of shares initially of Common Stock represented by the Registrable Securities, the Series A Registrable Securities or the TCP Registrable Securities, as the case may be, requested by the selling Holders, the Series A Preferred Stockholders and the TCP Holders to be included in such offering, without distinguishing between calculated on an as-converted basis assuming that all of the Registrable Securities of the Holders, all of the Series A Registrable Securities of the Series A Preferred Stockholders based on who made and all of the demand TCP Registrable Securities of the TCP Holders requested to be so included that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such offering. If date), (ii) second, the underwritten offering is one initiated by number, if any, of shares of Common Stock or other securities the Company proposes to sell for its own account that, in the reasonable and good faith opinion of such lead managing underwriter or any other security holders of (if the Company exercising contractual offering shall not be an Underwritten Offering) the Holders, the Series A Preferred Stockholders or the TCP Holders who have exercised a demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreementinitiate such offering can be sold without having an Adverse Offering Effect, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity(iii) third, the selling Stockholders number, if any, of other shares of Common Stock and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b)offering that, securities held by other selling holders who are in the reasonable and good faith opinion of such lead managing underwriter or (if the offering shall not be an Underwritten Offering) the Holders, the Series A Preferred Stockholders or otherwise the TCP Holders who have contractual exercised a demand registration to initiate such offering can be sold without having an Adverse Offering Effect, such other shares of Common Stock and other securities to be allocated among the holders thereof who have requested that their shares and other securities be so included in accordance with the provisions of their registration rights agreements with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offering.

Cutbacks. If (a) Offerings by the Holders, the WCAS Stockholders or the FD Holders. In connection with any offering covered by a Registration Statement filed pursuant to Section 4 of this Agreement, Section 4 of the WCAS Registration Rights Agreement or Section 3 of the FD Registration Rights Agreement, if the lead managing underwriters advise underwriter or (if the offering shall not be an Underwritten Offering) the Holders, the WCAS Stockholders or the FD Holders who have exercised a demand registration to initiate such offering give written notice (a “Cutback Notice”) to the Company and (it being understood that the selling Stockholders Company shall as soon as reasonably practicable deliver copies of any such notice that has not been made by the Holders to all Holders who have requested to include Registrable Securities in such offering) that, in its or their reasonable and good faith opinion, the number of securities Registrable Securities, the WCAS Registrable Securities and the FD Registrable Common Shares requested to be included in an underwritten offering, together with such offering exceed the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that number which can be sold in such offering without adversely affecting being likely to have a significant adverse effect on the offering price, timing or distribution of the class of securities being offered, on the market for the securities offered or on the market for the Common Stock (an “Adverse Offering Effect”), then the Company shall include in such offering will include only the number of Registrable Securities, WCAS Registrable Securities and FD Registrable Common Shares which, in the good faith opinion of such underwriter or (if the offering shall not be an Underwritten Offering) the Holders, the WCAS Stockholders or the FD Holders who have exercised a demand registration to initiate such offering, as the case may be, can be included without having an Adverse Offering Effect. In such event, the shares of Common Stock and other securities to be included in such offering shall consist of (i) first, all of the Registrable Securities that the underwriters advise can be sold Holders propose to sell pursuant to Section 4 or 5, all of the WCAS Registrable Securities that the WCAS Stockholders propose to sell pursuant to Section 4 or 5 of the WCAS Registration Rights Agreement and all of the FD Registrable Common Shares that the FD Holders propose to sell pursuant to Section 3 or 4 of the FD Registration Rights Agreement (with any reduction in such offering. If number being allocated among the underwritten offering is requested by CorsairHolders, the selling WCAS Stockholders will have first priority over securities that and the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro FD Holders pro-rata based on the aggregate number number, as of the date of delivery of the first Cutback Notice delivered to the Holders, the WCAS Stockholders and the FD Holders in connection with such offering, of shares initially of Common Stock represented by the Registrable Securities, the WCAS Registrable Securities or the FD Registrable Common Shares, as the case may be, requested by the selling Holders, the WCAS Stockholders and the FD Holders to be included in such offering, without distinguishing between calculated on an as-converted basis assuming that all of the Registrable Securities of the Holders and all of the WCAS Registrable Securities of the WCAS Stockholders based on who made requested to be so included that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock as of such date), (ii) second, the demand for such offering. If the underwritten offering is one initiated by number, if any, of shares of Common Stock or other securities the Company proposes to sell for its own account that, in the reasonable and good faith opinion of such lead managing underwriter or any other security holders of (if the Company exercising contractual offering shall not be an Underwritten Offering) the Holders, the WCAS Stockholders or the FD Holders who have exercised a demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreementinitiate such offering can be sold without having an Adverse Offering Effect, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity(iii) third, the selling Stockholders number, if any, of other shares of Common Stock and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b)offering that, securities held by other selling holders who are in the reasonable and good faith opinion of such lead managing underwriter or (if the offering shall not be an Underwritten Offering) the Holders, the WCAS Stockholders or otherwise the FD Holders who have contractual exercised a demand registration to initiate such offering can be sold without having an Adverse Offering Effect, such other shares of Common Stock and other securities to be allocated among the holders thereof who have requested that their shares and other securities be so included in accordance with the provisions of their registration rights agreements with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offering.

Cutbacks. If the managing underwriters underwriter of any underwritten offering -------- shall advise the Holders participating in a Demand Registration that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Requisite Percentage of Participating Holders, then the Holders representing the Requisite Percentage of Participating Holders shall have the right to notify the Company in writing that they have determined that the registration statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement. If the managing underwriter of any underwritten offering shall advise the Company and the selling Stockholders in writing that, in their its opinion, the number of securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder a Demand Registration Rights Agreement, exceeds the amount number that can be sold in such offering without adversely affecting within a price range acceptable to the distribution Requisite Percentage of Participating Holders, the Company will include in such registration, to the extent of the securities being offered, such offering will include only the number of securities that the underwriters advise Company is so advised can be sold in such offering. If the underwritten offering is , Registrable Securities requested by Corsair, the selling Stockholders will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested by the selling Stockholders to be included in such offeringregistration, without distinguishing between Stockholders based on who made first, pro rata among the demand Holders ----- requesting such registration in accordance with the number of Registrable Securities held by and issuable upon conversion of Common Stock Equivalents to each such Holder, and, second, securities to be sold for such offering. If the underwritten offering account of the ------ Company; provided, however, that if, pursuant to Section 2.2, any of X'Xxxxxxx, -------- ------- SLI, Bain, Fields and the Protocall Shareholders exercise "piggy-back" rights in connection with a Demand Registration that is one initiated governed by the Company or any other security holders general provisions of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsairthis sentence, then the Company or such demanding security holders, as applicable, will have first priority include in such offering; registration, to the extent of any remaining capacity, the selling Stockholders and other security holders of number that the Company exercising contractual piggyback registration rights to participate is so advised can be sold in such offering, including the holders of Founder Registrable Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b)registration, securities pro rata among the Holders participating in such offering in accordance with the number of Registrable Securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders and issuable upon conversion of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offeringCommon Stock Equivalents to each such Holder.

Cutbacks. If (1) (a) if the managing underwriters advise Commission does not declare the Registration Statement effective on or before the Registration Default Date, or (b) if the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Default Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (a) or (b) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (b) the Company and may reduce, on a pro rata basis, the selling Stockholders that, in their opiniontotal number of Registrable Securities to be registered on behalf of each such Holder. In any such pro rata reduction, the number of securities requested Registrable Securities to be registered on such Registration Statement will first be reduced by (i) first, the Registrable Securities represented by the Registrable Warrant Shares (applied, in the case that some Registrable Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Warrant Shares held by such Holders on a fully diluted basis), and (ii) second, Registrable Securities represented by Investor Shares (applied, in the case that some Investor Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Investor Shares held by such Holders). In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Securities have been registered pursuant to an effective Registration Statement, (BB) the Registrable Securities may be resold without restriction pursuant to Rule 144 of the Securities Act, or (CC) the Holder agrees to be named as an underwriter in any such registration statement. The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement; and (2) For not more than fifteen (15) consecutive days or for a total of not more than thirty (30) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in an underwritten offering, together with any Registration Statement contemplated by this Section in the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities being offered, such offering will include only the number of securities that the underwriters advise can be sold in such offering. If the underwritten offering is requested by Corsair, the selling Stockholders will have first priority over securities event that the Company desires determines in good faith that such suspension is necessary to sell for its own account or securities (A) delay the disclosure of any other security holders material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company with contractual piggyback registration rightsor (B) amend or supplement the affected Registration Statement or the related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading, including in connection with the holders filing of Founder Securities pursuant a post-effective amendment to the Founder such Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares initially requested by the selling Stockholders to be included Statement in such offering, without distinguishing between Stockholders based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights connection with the Company’s filing of an Annual Report on Form 10-K for any fiscal year (an “Allowed Delay”); provided, including that the holders Company shall promptly (a) notify each Holder in writing of Founder Securities the commencement of an Allowed Delay, but shall not (without the prior written consent of an Holder) disclose to such Holder any material non-public information giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Founder Registration Rights Agreement, will be included in an underwritten offering only with Statement until the consent of Stockholders holding a majority end of the shares being sold in such offeringAllowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

Cutbacks. (a) If the managing underwriters advise the Company and the selling Stockholders Holders that, in their opinion, the number of securities shares of Registrable Common Stock requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities shares of Registrable Common Stock being offered, such offering will include only the number of securities shares of Registrable Common Stock that the underwriters advise can be sold in such offeringoffering (the “Cutback Amount”). If In the event of an offering initiated by the Company, the Registrable Common Stock to be included in such underwritten offering is requested by Corsair, will be allocated as follows: (A) 75% of the selling Stockholders will have first priority over securities that Cutback Amount to the Company desires for Registrable Common Stock proposed to sell be registered by the Company for its own account or securities of any other security holders and (B) 25% of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant Cutback Amount to the Founder Registration Rights Agreement, and Holders requesting to be included in such selling Stockholders will registration which shall be subject to cutback allocated among all Holders pro rata based on the aggregate number of Registrable Common Stock shares initially requested by the selling Stockholders proposed to be included in such offering, without distinguishing between Stockholders based on who made offering by each such Holder; provided that if the demand aggregate number of Registrable Common Stock shares offered for such offering. If the underwritten offering is one initiated registration by the Company or any other security holders the Holders is less than 75% or 25%, respectively, of the Company exercising contractual demand registration rightsCutback Amount, including the holders remainder of Founder Securities pursuant the Cutback Amount shall be allocated to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holdersthe Holders, as applicable. In the event of a Demand Registration, will have first priority and in all other cases where the Company is not initiating the offering but is proposing to register and sell Registrable Common Stock for its own account in such offering; underwritten offering or is not proposing to the extent of any remaining capacity, the selling Stockholders register and other security holders of the Company exercising contractual piggyback registration rights to participate sell Registrable Common Stock for its own account in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, Registrable Common Stock to be included in such offering will be subject allocated as follows: (1) in the event that the Company’s market capitalization is $500,000,000 or less, then (A) up to cutback 50% of the Cutback Amount to the Holders requesting to be included in such registration which shall be allocated among all Holders pro rata based on the number of Registrable Common Stock shares offered for registration by each such Holder and (B) no less than 50% of the Cutback Amount to the Company for Registrable Common Stock proposed to be registered by the Company for its own account; provided that if the aggregate number of securities initially requested Registrable Common Stock shares offered for registration by the selling Stockholders Company is less than 50% of the Cutback Amount, the remainder of the Cutback Amount shall be allocated to the Holders; and (2) in the event that the Company’s market capitalization is greater than $500,000,000, then (A) 75% of the Cutback Amount to the Company for Registrable Common Stock proposed to be registered by the Company for its own account and (B) 25% of the Cutback Amount (or such other security holders lesser amount remaining) to the Holders requesting to be included in such offering. Subject registration which shall be allocated among all Holders pro rata based on the number of Registrable Common Stock shares proposed to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten such offering only with by each such Holder; provided that if the consent aggregate number of Stockholders holding a majority Registrable Common Stock shares offered for registration by the Company or the Holders is less than 75% or 25%, respectively, of the shares being sold in such offeringCutback Amount, the remainder of the Cutback Amount shall be allocated to the Company or the Holders, as applicable.