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) 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 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. In connection with the exercise of any registration rights granted to holders of Registrable Securities pursuant to Section 10.2 hereof, if the registration is to be effected by means of an underwritten offering of Common Stock on a firm commitment basis, the Company may condition participation in such registration by such holders upon inclusion of the Registrable Securities being so registered in such underwriting. In addition, such holders may request that such Registrable Securities be included in any underwritten offering of Common Stock (whether or not on a firm commitment basis). If the managing underwriters underwriter for the offering shall advise the Company and in writing that the selling Stockholders thattotal amount of securities, in their opinionincluding Registrable Securities, 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 shareholders to be included in such offeringoffering exceeds the amount of securities to be sold other than by the Company that can be successfully offered, without distinguishing between Stockholders based on who made then the demand for Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the managing underwriter believes will not jeopardize the success of the offering. If In such case, the underwritten offering is one initiated securities so included shall be reduced as follows: (a) all shares that are not Registrable Securities (other than those sought to be registered by the Company or any other security holders of the Company Persons, if any, who triggered the registration by exercising contractual a right to demand registration rightssuch registration), including shall be excluded from 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; 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 limitation on the aggregate number of securities initially requested by shares included in the selling Stockholders and such other security holders underwriting is required, (b) if further limitation on the number of shares to be included in such offering. Subject to Section 6.1(b)the underwriting is required, securities 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 of Founder Securities under the Founder Registration Rights Agreement, will Shareholders that may be included in an underwritten offering only the underwriting shall be reduced pro rata among such selling Shareholders in accordance with the consent number of Stockholders holding a majority Registrable Securities requested by such Shareholders to be registered, (c) if further limitation on the number of shares to be included in the underwriting is required, shares sought by the Company to be included in the offering shall be excluded from the offering to the extent limitation on the number of shares included in the offering is required, and (d) if further limitation on the number of shares to be included in the underwriting is required, the shares being sold held by the Persons who triggered the registration by exercising a right to demand such registration shall be excluded from the offering pro rata in accordance with the number of shares requested by such Persons to be registered (or in such offeringother proportions as such Persons may have agreed).

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 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 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 (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. 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 (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 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 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 (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 included in an underwritten offering, together with the securities requested registered on such Registration Statement will first be reduced 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(i) first, the selling Stockholders will have first priority over securities Registrable Securities represented by the Registrable Warrant Shares (applied, in the case that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rightssome Registrable Warrant Shares may be registered, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback Holders on a pro rata basis based on the aggregate total number of shares initially requested unregistered Registrable Warrant Shares held by such Holders on a fully diluted basis), and (ii) second, Registrable Securities represented by Shares (applied, in the selling Stockholders to case that some Shares may be included in such offeringregistered, 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 Holders on a pro rata basis based on the aggregate total number of securities initially requested 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 selling Stockholders and Commission until such other security holders 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 included named as an underwriter in any such offeringregistration statement. Subject The Holders acknowledge and agree the provisions of this paragraph may apply 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 more than one 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.Statement; and

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.

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 included in an underwritten offering, together with the securities requested registered on such Registration Statement will first be reduced 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(i) first, the selling Stockholders will have first priority over securities Registrable Securities represented by the Registrable Warrant Shares (applied, in the case that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rightssome Registrable Warrant Shares may be registered, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback Holders on a pro rata basis based on the aggregate total number of shares initially requested unregistered Registrable Warrant Shares held by such Holders on a fully diluted basis), and (ii) second, Registrable Securities represented by Shares (applied, in the selling Stockholders to case that some Shares may be included in such offeringregistered, 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 Holders on a pro rata basis based on the aggregate total number of securities initially requested 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 selling Stockholders and Commission until such other security holders 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 included named as an underwriter in any such offeringregistration statement. Subject The Holders acknowledge and agree the provisions of this paragraph may apply 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 more than one 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.Statement; and

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 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 the underwritten offering is one that was requested by CorsairFirst Reserve and First Reserve designates such offering as a priority offering, then First Reserve will have first priority in such offering; provided that First Reserve may not designate more than two such offerings as priority offerings. To the extent of any remaining capacity in a priority offering, the selling Stockholders (other than First Reserve) will have first priority over securities shares 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. If the underwritten offerings is not a priority offering but is requested by First Reserve or the Non-Sponsor Majority Holders, the selling Stockholders will have priority over shares that the Company desires to sell for its own account and will be subject to cutback pro rata based on the 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 CorsairFirst Reserve or the Non-Sponsor Majority Holders, 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 shares initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Except as contemplated by Section 6.1(b), securities shares 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 (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 (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 included in an underwritten offering, together with the securities requested registered on such Registration Statement will first be reduced 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(i) first, the selling Stockholders will have first priority over securities Registrable Securities represented by the Registrable Warrant Shares (applied, in the case that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rightssome Registrable Warrant Shares may be registered, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback Holders on a pro rata basis based on the aggregate total number of shares initially requested 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 selling Stockholders to case that some Investor Shares may be included in such offeringregistered, 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 Holders on a pro rata basis based on the aggregate total number of securities initially requested 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 selling Stockholders and Commission until such other security holders 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 included named as an underwriter in any such offeringregistration statement. Subject The Holders acknowledge and agree the provisions of this paragraph may apply 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 more than one 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.Statement; and