Common use of Priority in Cutback Registrations Clause in Contracts

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securities, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) first, any securities proposed by the Company to be sold for its own account, (B) second, the Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration. (ii) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (A) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (B) second, any Registrable Securities requested to be included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securitiesRegistration, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without offering: (i) if such registration as initially proposed by the Company was solely a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: primary registration of its securities, (A) first, any the securities proposed by the Company to be sold for its own account, (B) second, the any Registrable Securities requested to be included in the Requests for Registration of such registration by Requesting StockholdersHolders, pro rata in proportion on the basis of the number of Registrable Securities requested to the respective numbers of securities be included in by such requests holders, and (C) third, any other shares of common stock securities of the Company. Any securities excluded shall be withdrawn from and shall not Company proposed to be included in such Piggyback Registration.registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and such holders pro rata; and (ii) If a Piggyback Registration becomes a Cutback Registration and if such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, other than holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (A) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (B) second, any Registrable Securities requested to be included in the Requests for Registration of such registration by Requesting StockholdersHolders, pro rata in proportion on the basis of the number of Registrable Securities requested to the respective numbers of securities be included in by such requests holders, and (C) third, any other shares of common stock securities of the Company. Any Company proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders of such other securities; and any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration --------------------------------- becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securitiesRegistration, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without offering: (i) if such Piggyback Registration as initially proposed by the Company was solely a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: primary registration of its securities, (Ax) first, any the ----- securities proposed by the Company to be sold for its own account, and (By) second, (A) if no other holders of securities of the Company have requested ------ registration of their securities in such registration, any Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion requested to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.registration by Requesting Holders, pro rata on the basis of the number of Registrable Securities --- ---- requested to be included by such holders or (B) if other holders of securities of the Company have requested registration of their securities in such registration, such securities of such holders and any Registrable Securities requested to be included in such registration by Requesting Holders, on a pari passu basis; and (ii) If a if such Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, other than holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (A) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (B) second, any Registrable Securities requested to be included in the Requests for Registration of such registration by Requesting StockholdersHolders, pro rata in proportion to the respective numbers of on a pari passu basis; and any securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and Registration, the Company will include in such registration, to the extent of the amount or kind of securities which the Managing Underwriter advises the Company can be sold in such offering without adversely affecting the success of such offering: (i) if such registration as initially proposed by the Company was solely a primary registration of its securities, (x) FIRST, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) first, any securities proposed by the Company to be sold for its own account, (By) secondSECOND, the any Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion requested to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.registration by Requesting Holders, PRO RATA on the basis of the number of Registrable Securities requested to be included by such holders, and (z) THIRD, any other securities of the Company proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and such holders; and (ii) If a Piggyback Registration becomes a Cutback Registration and if such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, other than holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (Ax) firstFIRST, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (By) secondSECOND, any Registrable Securities requested to be included in such registration by Requesting Holders, PRO RATA on the Requests for Registration basis of Requesting Stockholdersthe number of Registrable Securities requested to be included by such holders, pro rata in proportion and (z) THIRD, any other securities of the Company proposed to the respective numbers of securities be included in such requests registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and (C) third, the holders of such other securities; and any other shares of common stock of the Company. Any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securitiesRegistration, the Company State Auto Financial will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company State Auto Financial can be sold in such offering without offering: (i) if such registration as initially proposed by State Auto Financial was solely a reduction in primary registration of its securities, (x) FIRST, the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) first, any securities proposed by the Company State Auto Financial to be sold for its own account, and (By) second, the SECOND any Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion requested to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.registration by Requesting Holders, PRO RATA on the basis of the number of Registrable Securities requested to be included by such holders, and (z) THIRD, any other securities of State Auto Financial proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among State Auto Financial and such holders; and (ii) If a Piggyback Registration becomes a Cutback Registration and if such registration as initially proposed by the Company State Auto Financial was in whole or in part requested by holders of securities of the CompanyState Auto Financial, other than holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (Ax) firstFIRST, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company State Auto Financial to be sold for its own account, allocated in accordance with the priorities then existing among the Company State Auto Financial and such holders, and (By) second, SECOND any Registrable Securities requested to be included in such registration by Requesting Holders, PRO RATA on the Requests for Registration basis of Requesting Stockholdersthe number of Registrable Securities requested to be included by such holders, pro rata in proportion and (z) THIRD, any other securities of State Auto Financial proposed to the respective numbers of securities be included in such requests registration, allocated among the holders thereof in accordance with the priorities then existing among State Auto Financial and (C) third, the holders of such other securities; and any other shares of common stock of the Company. Any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securitiesRegistration, the Company Tengtu will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company Tengtu can be sold in such offering without offering: (i) if such registration as initially proposed by Tengtu was solely a reduction in primary registration of its securities, (x) FIRST, the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) first, any securities proposed by the Company Tengtu to be sold for its own account, (By) secondSECOND, the any Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion requested to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.registration by Requesting Holders, PRO RATA on the basis of the number of Registrable Securities requested to be included by such holders, and (z) THIRD, any other securities of Tengtu proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among Tengtu and such holders; and (ii) If a Piggyback Registration becomes a Cutback Registration and if such registration as initially proposed by the Company Tengtu was in whole or in part requested by holders of securities of the CompanyTengtu, other than holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (Ax) firstFIRST, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company Tengtu to be sold for its own account, allocated in accordance with the priorities then existing among the Company Tengtu and such holders, and (By) secondSECOND, any Registrable Securities requested to be included in such registration by Requesting Holders, PRO RATA on the Requests for Registration basis of Requesting Stockholdersthe number of Registrable Securities requested to be included by such holders, pro rata in proportion and (z) THIRD, any other securities of Tengtu proposed to the respective numbers of securities be included in such requests registration, allocated among the holders thereof in accordance with the priorities then existing among Tengtu and (C) third, the holders of such other securities; and any other shares of common stock of the Company. Any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Demand Registration becomes a --------------------------------- Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securitiesRegistration, the Company will shall include in such registration to the extent of only the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: public offering. Securities shall be included in such offering in the following order of priority: (Ai) first, any securities proposed by the Company to be sold for its own account, (B) second, the Registrable Securities included in the Qualifying Holder Demand ----- for Registration (if such Cutback Registration is a Qualifying Holder Demand for Registration) and in any Requests for Registration of Requesting Stockholdersthe B- Investors and the Money Investors relating to such Cutback Registration, pro rata in proportion to the respective numbers extent the number of securities such Registrable Securities included in such requests Demand and (C) third, any other shares Requests exceeds the aggregate number of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be Registrable Securities included in the RRD Demand for Registration (if such Piggyback Cutback Registration is a RRD Demand for Registration.) or in any RRD Requests for Registration relating to such Cutback Registration, (ii) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was in whole or in part requested by holders second, an equal number of securities of the Company, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, Registrable Securities from (A) first, Registrable ------ Securities included in the RRD Demand for Registration (if such securities held by the holders initiating Cutback Registration is a RRD Demand for Registration) or in any RRD Requests for Registration relating to such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holdersCutback Registration, and (B) second, any Registrable Securities included in the Qualifying Holder Demand for Registration (if the Cutback Registration is a Qualifying Holder Demand for Registration) and in any Requests for Registration of the B-Investors and the Money Investors relating to such Cutback Registration, (iii) third, the remaining Registrable Securities included in the RRD ----- Demand for Registration (if such Cutback Registration is a RRD Demand for Registration) or in RRD Requests for Registration relating to such Cutback Registration, which are not included in item (ii), (iv) fourth, Registrable Securities included in any Requests for ------ Registration relating to such Cutback Registration requested to by Investors other than the B-Investors and the Money Investors, and (v) fifth, the securities of the Company included in such registration by ----- the Company for sale for its own account; provided, that Registrable Securities of each RRD Holder shall be included in -------- the number of Registrable Securities registered in such Cutback Registration pursuant to the foregoing on a basis determined by RRD and that Registrable Securities of B-Investors and Money Investors shall be included in the Registrable Securities registered in such Cutback Registration pursuant to the foregoing on a pro rata basis in proportion to the number of Registrable --- ---- Securities included in the Qualifying Holder Demand for Registration (if the Cutback Registration is a Qualifying Holder Demand for Registration) and the Requests for Registration of Requesting Stockholders, pro rata in proportion B-Investors and Money Investors relating to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Cutback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securitiesRegistration, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without offering: (i) if such registration as initially proposed by the Company was solely a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: primary registration of its securities, (Ax) first, any the securities proposed by the Company to be sold for its own account, (By) second, the (1) any Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion requested to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.registration by Requesting Holders and (2) any other securities of the Company proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among the Holders and such holders; and (ii) If a Piggyback Registration becomes a Cutback Registration and if such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, other than holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (Ax) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (By) second, any Registrable Securities requested to be included in the Requests for Registration of such registration by Requesting StockholdersHolders, pro rata in proportion on the basis of the number of Registrable Securities requested to the respective numbers of securities be included in by such requests holders, and (Cz) third, any other shares of common stock securities of the Company. Any Company proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders of such other securities; and any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securitiesRegistration, the Company State Auto Financial will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company State Auto Financial can be sold in such offering without offering: (i) if such registration as initially proposed by State Auto Financial was solely a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: primary registration of its securities, (Ax) first, any the securities proposed by the Company State Auto Financial to be sold for its own account, and (By) second, the second any Registrable Securities requested to be included in the Requests for Registration of such registration by Requesting StockholdersHolders, pro rata in proportion on the basis of the number of Registrable Securities requested to the respective numbers of securities be included in by such requests holders, and (Cz) third, any other shares securities of common stock of the Company. Any securities excluded shall be withdrawn from and shall not State Auto Financial proposed to be included in such Piggyback Registration.registration, allocated among the holders thereof in accordance with the priorities then existing among State Auto Financial and such holders; and (ii) If a Piggyback Registration becomes a Cutback Registration and if such registration as initially proposed by the Company State Auto Financial was in whole or in part requested by holders of securities of the CompanyState Auto Financial, other than holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (Ax) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company State Auto Financial to be sold for its own account, allocated in accordance with the priorities then existing among the Company State Auto Financial and such holders, and (By) second, second any Registrable Securities requested to be included in the Requests for Registration of such registration by Requesting StockholdersHolders, pro rata in proportion on the basis of the number of Registrable Securities requested to the respective numbers of securities be included in by such requests holders, and (Cz) third, any other shares securities of common stock of the Company. Any securities excluded shall be withdrawn from and shall not State Auto Financial proposed to be included in such Piggyback Registration.registration, allocated among the holders thereof in accordance with the priorities then existing among State Auto Financial and the holders of such other securities;

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of securities for its securitiesaccount or for the account of CPEX, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) first, any securities proposed by the Company to be sold for its own account, (B) second, any securities proposed to be sold by CPEX pursuant to the exercise of its demand registration rights in accordance with the Second Amendment to Contribution and Asset Transfer Agreement among the Company, CPEX and Jxxxxxx X. Xxxxxxxx entered into as of October 24, 2005 (“CPEX Agreement”), (C) third, the Registrable Securities included in the Requests for Registration of Requesting StockholdersHolders, pro rata in proportion based on the number of Registrable Securities owned by each such Requesting Holder; provided, that if the number of shares of Participating Stock allocated to any Requesting Holder exceeds the respective numbers amount of securities included Registrable Securities specified in such requests and (C) thirdRequesting Holder’s Request for Registration, any such excess shares will be allocated pro rata among the other Requesting Holders based on the number of Registrable Securities owned by the remaining Requesting Holders until all such excess shares of common stock of are allocated among the Companyremaining Requesting Holders. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration. (ii) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (A) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (B) second, any Registrable Securities requested to be included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and Registration, the Company will include in such registration to the extent of the amount of the (i) if such registration as initially proposed by the Company was solely a primary registration of its securities, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (Aw) first, any the securities proposed by the Company to be sold for its own account, (Bx) second, any securities of the Company requested to be included in such registration by the BIL Entities and any Warrants and Warrant Shares requested to be included in such registration by the Warrant Holders, to be allocated in accordance with any agreements in effect between the Company and the BIL Entities and the Warrant Holders, (y) third, any Registrable Securities requested to be included in such registration and any other securities of the Requests for Registration Company requested to be included in such registration by any other stockholder of Requesting Stockholdersthe Company who, pro rata in proportion as of the date hereof, has the right to the respective numbers of have such stockholder's securities included in such requests registration, allocated among all such holders on a pro-rata basis in accordance with their respective ownership interests, and (Cz) thirdfourth, any other shares of common stock securities of the Company. Any securities excluded shall be withdrawn from and shall not Company proposed to be included in such Piggyback Registration.registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and such holders; and (ii) If a Piggyback Registration becomes a Cutback Registration and if such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, Company other than the Restricted Group pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (Aw) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (Bx) second, any securities of the Company requested to be included in such registration by the BIL Entities and any Warrants and Warrant Shares requested to be included in such registration by the Warrant Holders, to be allocated in accordance with any agreements in effect between the Company and the BIL Entities and the Warrant Holders, (y) third, any Registrable Securities requested to be included in such registration and any other securities of the Requests for Registration Company requested to be included in such registration by any other stockholder of Requesting Stockholdersthe Company who, pro rata in proportion as of the date hereof, has the right to the respective numbers of have such stockholder's securities included in such requests registration, allocated among all such holders on a pro-rata basis in accordance with their respective ownership interests, and (Cz) thirdfourth, any other shares of common stock securities of the Company. Any securities excluded shall be withdrawn from and shall not Company proposed to be included in such Piggyback Registration.registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders of such other securities;

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securitiesRegistration, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without offering: (i) if such registration as initially proposed by the Company was solely a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: primary registration of its securities, (Ax) first, any the securities proposed by the Company to be sold for its own account, (By) second, the any Registrable Securities requested to be included in the Requests for Registration of such registration by Requesting StockholdersHolders, pro rata in proportion on the basis of the number of Registrable Securities requested to the respective numbers of securities be included in by such requests holders, and (Cz) third, any other shares of common stock securities of the Company. Any securities excluded shall be withdrawn from and shall not Company proposed to be included in such Piggyback Registration.registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and such holders; and (ii) If a Piggyback Registration becomes a Cutback Registration and if such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, other than holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (Ax) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (By) second, any Registrable Securities requested to be included in the Requests for Registration of such registration by Requesting StockholdersHolders, pro rata in proportion on the basis of the number of Registrable Securities requested to the respective numbers of securities be included in by such requests holders, and (Cz) third, any other shares of common stock securities of the Company. Any Company proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders of such other securities; and any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and Registration, the Company will include in such registration, to the extent of the amount or kind of securities which the Managing Underwriter advises the Company can be sold in such offering without adversely affecting the success of such offering: (i) if such registration as initially proposed by the Company was solely a primary registration of its securities, (x) FIRST, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) first, any securities proposed by the Company to be sold for its own account, (By) second, the Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) thirdSECOND, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not Registrable Equity Securities requested to be included in such Piggyback Registration.registration by Requesting Holders, PRO RATA on the basis of the number of Registrable Equity Securities requested to be included by such holders, and (z) THIRD, any other securities of the Company proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and such holders; and (ii) If a Piggyback Registration becomes a Cutback Registration and if such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, other than holders of Registrable Equity Securities in their capacities as such, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (Ax) firstFIRST, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (By) secondSECOND, any Registrable Equity Securities requested to be included in such registration by Requesting Holders, PRO RATA on the Requests for Registration basis of Requesting Stockholdersthe number of Registrable Equity Securities requested to be included by such holders, pro rata in proportion and (z) THIRD, any other securities of the Company proposed to the respective numbers of securities be included in such requests registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and (C) third, the holders of such other securities; and any other shares of common stock of the Company. Any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of securities for its securitiesaccount or for the account of CPEX, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) first, any securities proposed by the Company to be sold for its own account, (B) second, any securities proposed to be sold by CPEX pursuant to the exercise of its demand registration rights in accordance with the Second Amendment to Contribution and Asset Transfer Agreement among the Company, CPEX and Jeffrey C. Sprecher entered into as of October 24, 2005 ("CPEX Agreemenx"), (X) xxxxx, xxx Registrable Securities included in the Requests for Registration of Requesting StockholdersHolders, pro rata in proportion based on the number of Registrable Securities owned by each such Requesting Holder; provided, that if the number of shares of Participating Stock allocated to any Requesting Holder exceeds the respective numbers amount of securities included Registrable Securities specified in such requests and (C) thirdRequesting Holder's Request for Registration, any such excess shares will be allocated pro rata among the other Requesting Holders based on the number of Registrable Securities owned by the remaining Requesting Holders until all such excess shares of common stock of are allocated among the Companyremaining Requesting Holders. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration. (ii) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (A) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (B) second, any Registrable Securities requested to be included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and Registration, the Company will include in such registration to the extent of the amount of the securities that the Managing Underwriter advises the Company can be sold in such offering: (a) if such registration as initially proposed by the Company was solely a primary registration of its securities, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (Ai) first, any the securities proposed by the Company to be sold for its own account, account and (Bii) second, the Registrable (a) any 2003 Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion requested to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.registration by requesting holders of 2003 Securities, (b) any Registrable Securities requested to be included in such registration by Requesting Holders and (c) any other securities of the Company proposed to be included in such registration, in the case of clauses (a), (b) and (c) above, allocated among the holders thereof in accordance with the priorities then existing among such holders; and (iib) If a Piggyback Registration becomes a Cutback Registration and if such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, other than holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (Ai) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (Bii) second, if such registration was not initially requested by holders of the 2003 Securities in their capacity as such, any 2003 Securities requested to be included in such registration by requesting holders of 2003 Securities, (iii) third, any Registrable Securities requested to be included in the Requests for Registration of such registration by Requesting StockholdersHolders, pro rata in proportion on the basis of the number of Registrable Securities requested to be included by such holders, and (iv) fourth, any other securities of the respective numbers of securities Company proposed to be included in such requests registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and (C) third, the holders of such other securities; and any other shares of common stock of the Company. Any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of securities for its securitiesaccount or for the account of CPEX, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) first, any securities proposed by the Company to be sold for its own account, (B) second, any securities proposed to be sold by CPEX pursuant to the exercise of its demand registration rights in accordance with the Second Amendment to Contribution and Asset Transfer Agreement among the Company, CPEX and Xxxxxxx X. Xxxxxxxx entered into as of October 24, 2005 (“CPEX Agreement”), (C) third, the Registrable Securities included in the Requests for Registration of Requesting StockholdersHolders, pro rata in proportion based on the number of Registrable Securities owned by each such Requesting Holder; provided, that if the number of shares of Participating Stock allocated to any Requesting Holder exceeds the respective numbers amount of securities included Registrable Securities specified in such requests and (C) thirdRequesting Holder’s Request for Registration, any such excess shares will be allocated pro rata among the other Requesting Holders based on the number of Registrable Securities owned by the remaining Requesting Holders until all such excess shares of common stock of are allocated among the Companyremaining Requesting Holders. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration. (ii) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (A) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (B) second, any Registrable Securities requested to be included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If the managing underwriter with respect to a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by under this Section 3.1 advises the Company was solely a primary registration of that, in its securitiesopinion, the Company will include number of securities requested to be included in such registration to the extent (including securities of the amount of Company which are not Registrable Securities) exceed the securities number which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) firstnumber of, any securities proposed by the Company to be sold for its own account, (B) second, the Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration. (ii) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for for, the securities to be sold in such Public Offeringpublic offering, then: (i) if such registration is a primary registration on behalf of the Company, the Company will include therein: (x) first up to the full amount of securities to be included therein for the account of the Company that, in the opinion of the managing underwriter, can be sold, and (y) second, up to the full amount of the Initial Registrable Shares and the Registrable Securities which the holders thereof propose to include in such registration that, in the opinion of the managing underwriter, can be sold without adversely affecting the success of the offering; and (ii) if such registration is an underwritten secondary registration on behalf of holders of equity securities of the Company, the Company will include therein: (x) first up to the full amount of securities to be included therein for the account of the Company that, in the opinion of the managing underwriter, can be sold, (Ay) firstsecond, up to the full amount of the Initial Registrable Shares and the Registrable Securities which the holders thereof propose to include in such registration that, in the opinion of the managing underwriter, can be sold, and (z) third, all other securities proposed to be sold by any other Persons that, in the opinion of the managing underwriter, can be sold without adversely affecting the success of the offering. To the extent that the number of securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company particular group to be included in any such offering must, in the opinion of the managing underwriter, be so reduced, the aggregate number of shares held by such group that, in the opinion of the managing underwriter, can be sold in such offering, will be allocated pro rata among the members of such group in proportion to the number of securities eligible for its own accountregistration in such offering held by each member of such group (or, allocated in the case of such a group other than the Initial Holders and the Shareholders, in accordance with the priorities then existing among the Company and such holdersholders or, if none, as the Company may otherwise determine). For purposes of the Section 3.1(b), the Initial Holders and the Shareholders shall be considered as one group, and (B) second, any reduction in shares to be registered will be allocated pro rata as one group among the Initial Registrable Shares and the Registrable Securities requested which the holders thereof propose to be included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registrationregistration.

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securitiesRegistration, the Company will State Auto Financial shall include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company State Auto Financial can be sold in such offering without offering: (i) if such registration as initially proposed by State Auto Financial was solely a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: primary registration of its securities, (Ax) first, any the securities proposed by the Company State Auto Financial to be sold for its own account, and (By) second, the second any Registrable Securities requested to be included in the Requests for Registration of such registration by Requesting StockholdersHolders, pro rata in proportion on the basis of the number of Registrable Securities requested to the respective numbers of securities be included in by such requests holders, and (Cz) third, any other shares securities of common stock of the Company. Any securities excluded shall be withdrawn from and shall not State Auto Financial proposed to be included in such Piggyback Registration.registration, allocated among the holders thereof in accordance with the priorities then existing among State Auto Financial and such holders; and (ii) If a Piggyback Registration becomes a Cutback Registration and if such registration as initially proposed by the Company State Auto Financial was in whole or in part requested by holders of securities of the CompanyState Auto Financial, other than holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (Ax) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company State Auto Financial to be sold for its own account, allocated in accordance with the priorities then existing among the Company State Auto Financial and such holders, and (By) second, second any Registrable Securities requested to be included in the Requests for Registration of such registration by Requesting StockholdersHolders, pro rata in proportion on the basis of the number of Registrable Securities requested to the respective numbers of securities be included in by such requests holders, and (Cz) third, any other shares securities of common stock State Auto Financial proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among State Auto Financial and the holders of the Company. Any such other securities; and any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. If registration rights arise pursuant to this Section 2.1 in connection with a firmly underwritten public offering and the managing underwriter advises Goldleaf in writing (ia copy of which Goldleaf agrees to promptly provide to the Shareholders) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of that, in its securitiesopinion, the Company will include number of securities requested to be included in such registration to exceeds the extent of the amount of the securities number which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) firstnumber of, any securities proposed by the Company to be sold for its own account, (B) second, the Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration. (ii) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for for, the securities to be sold in such Public Offeringpublic offering, then Goldleaf will include therein: (i) if the underwritten registration is being initiated by the Initial Holder under the Lightyear Agreement or pursuant to the contractual right of any Other Holder (each, “Demand Rights”) to demand registration (any such holder being a “Demanding Holder”), (x) first, the full amount of securities of the Demanding Holder that such Demanding Holder has demanded be registered for resale pursuant to such Demanding Holder’s Demand Rights and, that, in the opinion of the managing underwriter, can be sold without adversely affecting the success of the offering, and (y) second, the aggregate amount of securities required to be included therein for the account of Goldleaf pursuant to Goldleaf’s obligations to the Initial Holder pursuant to Section 4.2 of the Lightyear Agreement (the “Top Up Amount”), and (z) (with the securities set forth in subsections (A), (B) and (C) immediately below being considered together) of (A) first, such securities held by to be included therein for the account of Goldleaf at the option of Goldleaf; (B) any Other Securities that the holders initiating thereof propose to include in such registration andregistration; plus (C) the Registrable Securities that the holders thereof propose to include in such registration, that, in the opinion of the managing underwriter, can be sold without adversely affecting the offering (provided, however, that in the event there is an underwriter cutback in the number of shares to be included in such a registration, the securities to be included for the account of Goldleaf, pursuant to Section 2.1(i)(z)(A) above, shall first be cutback to the amount equal to the greater of (x) the positive result, if applicableany, any securities of the difference between the amount proposed by the Company to be sold registered in Section 2.1(i)(z)(B) minus the Top Up Amount (with a negative result being equal to zero) or (y) the amount proposed to be registered in Section 2.1(i)(z)(C), minus the Top Up Amount (with a negative result being equal to zero) and then the rights of the holders referenced in Sections 2.1(b)(i)(z)(A), 2.1(b)(i)(z)(B), and 2.1(b)(i)(z)(C) shall all be pari passu with one another); and (ii) if the underwritten offering is being conducted as a primary offering by Goldleaf of shares of Common Stock to the public for cash for its own account, then (x) first, the full amount of Common Stock that Goldleaf proposes to sell for its own account and that, in the opinion of the managing underwriter, can be sold without affecting the success of the offering, and (y) second, the aggregate amount (with the securities set forth in subsections (A) and (B) immediately below being considered together) of (A) the Other Securities that the holders thereof propose to include in such registration, plus (B) the Registrable Securities which the holders thereof propose to include in such registration, that, in the opinion of the managing underwriter, can be sold without adversely affecting the offering, or (iii) if the underwritten registration is being conducted other than pursuant to the exercise of Demand Rights by a Demanding Holder and was not initiated by Goldleaf with the purpose of selling Common Stock for its own account (x) the full amount of Registrable Securities and Other Securities that, in the opinion of the managing underwriter, can be sold without affecting the success of the offering, and (y) second, securities that were to be included in such registration by the selling holder, that, in the opinion of the managing underwriter, can be sold without adversely affecting the success of the offering. If two or more groups have registration rights that are pari passu (it being understood and agreed that the rights of the holders referenced in Section 2.1(b)(ii)(y)(A) and 2.1(b)(ii)(y)(B) are pari passu with one another, and that the rights of the holders referenced in Section 2.1(b)(iii)(x) are pari passu with one another), then to the extent that the number of securities to be included in any such firmly underwritten public offering must, in the written opinion of the managing underwriter (delivered to Goldleaf and the Shareholders as contemplated above) be reduced as aforesaid, the aggregate number of shares that, in the opinion of the managing underwriter, can be sold in such offering will be allocated pro rata between such groups in proportion to the number of securities requested to be registered in such offering by each such group. Unless a group has agreed to a different internal allocation method for the group, to the extent that the number of securities held by any particular group to be included in any such offering must, in the opinion of the managing underwriter, be so reduced, the aggregate number of shares held by such group that, in the opinion of the managing underwriter, can be sold in such offering, will be allocated pro rata among the members of such group in proportion to the number of securities requested to be registered in such offering by each member of such group (or, in the case of such a group other than the Shareholders, in accordance with the priorities then existing among the Company Goldleaf and such holdersholders or, if none, as Goldleaf may otherwise determine). It is understood and (B) second, any Registrable Securities requested to be included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded agreed that no cutback shall be withdrawn from and shall applicable to any offering that is not be included in such Piggyback Registrationa firmly underwritten public offering.

Priority in Cutback Registrations. (i) If the Managing Underwriter with respect to a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by advises the Company was solely a primary registration of and the Requesting Beneficiaries that, in its securitiesopinion, the Company will include number of securities requested to be included in such registration to the extent (including securities of the amount of Company which are not Registrable Shares) exceed the securities number which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) firstnumber of, any securities proposed by the Company to be sold for its own account, (B) second, the Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration. (ii) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for for, the securities to be sold in such Public Offering, then: (Ai) firstif such registration is a primary registration on behalf of the Company, the Company will include therein: (x) first up to the full amount of securities to be included therein for the account of the Company that, in the opinion of the Managing Underwriter, can be sold, and (y) second, up to the full amount of Registrable Shares which the Requesting Beneficiaries propose to include in such registration that, in the opinion of the Managing Underwriter, can be sold without adversely affecting the success of the offering; and (ii) if such registration is an underwritten secondary registration on behalf of holders of equity securities of the Company, the Company will include therein: (x) first up to the full amount of securities to be included therein for the account of the Company that, in the opinion of the Managing Underwriter, can be sold, (y) second, up to the full amount of Registrable Shares which the Requesting Beneficiaries propose to include in such registration that, in the opinion of the Managing Underwriter, can be sold, and (z) third, all other securities proposed to be sold by any other Persons that, in the opinion of the Managing Underwriter, can be sold without adversely affecting the success of the offering. To the extent that the number of securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company particular group to be included in any such offering must, in the opinion of the Managing Underwriter, be so reduced, the aggregate number of shares held by such group that, in the opinion of the Managing Underwriter, can be sold in such offering, will be allocated pro rata among the members of such group in proportion to the number of securities eligible for its own accountregistration in such offering held by each member of such group (or, allocated in the case of such a group other than the Beneficiaries, in accordance with the priorities then existing among the Company and such holdersholders or, and (B) secondif none, any Registrable Securities requested to be included in as the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback RegistrationCompany may otherwise determine).

Priority in Cutback Registrations. (iI) If a Piggyback Registration becomes a Cutback Registration and such registration (as initially proposed by the Company was solely a primary registration of its securitiesdefined below), the Company will shall include in such registration to the extent of Registration the amount of Common Stock of the securities Company which the Managing Underwriter (as defined below) advises the Company can be sold in such offering without a reduction offering, in the selling price anticipated to be received for the securities to be sold in such Public Offeringfollowing order of priority: (Aa) first, any securities the Common Stock proposed by the Company to be sold for its own account, (Bb) second, the Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion Common Stock requested to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration. (ii) If Registration by holders thereof who acquired such shares of Common Stock in, or in connection with, a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed private placement by the Company was and the terms of such private placement require such Registration (without cutback) if so requested, and (c) third, the Common Stock requested to be included in whole or such Registration by each of Xxxxxxx-Xxxxx and the Trust up to, but not exceeding, (1) in part requested by holders the case of securities Xxxxxxx-Xxxxx, 80%, and (2) in the case of the CompanyTrust, pursuant to demand registration rights20%, the Company will include in such registration to the extent of the amount balance of the securities Common Stock which the Managing Underwriter advises the Company can be sold in such offering without offering; provided, however, that if the Managing Underwriter advises the Company in writing that the registration of shares of Common Stock beneficially owned by the Trust will have a reduction in material adverse effect on such Registration, then the selling price anticipated to be received for the securities to be sold Trust shall not include any shares of Common Stock in such Public Offering, (A) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (B) second, any Registrable Securities requested to be included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the CompanyRegistration. Any securities so excluded shall be withdrawn from and shall not be included in any such Piggyback Registration. (II) If the Company at any time proposes to register its Common Stock in a Registration and such shares of Common Stock are to be distributed by or through one or more underwriters, the Company will use its reasonable best efforts, if requested by either Xxxxxxx-Xxxxx or the Trust (each a "Selling Shareholder"), to arrange, subject to the proviso in Section 9(b)(i) above, for such underwriters to include such shares of Common Stock to be offered and sold by such Selling Shareholders among the shares of Common Stock to be distributed by such underwriters, and such Selling Shareholders shall be obligated to sell such shares of Common Stock in such Registration through such underwriters on the same terms and conditions as apply to the other shares of Common Stock to be sold by such underwriters in connection with such Registration. The Selling Shareholders shall, if requested by the Company or the Managing Underwriter, be parties to the underwriting agreement between the Company and such underwriter or underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for such Selling Shareholders' benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to such Selling Shareholders' obligations. The Selling Shareholders shall be required to make representations and warranties regarding such Selling Shareholder and its ownership of the shares of Common Stock being registered on its behalf and such Selling Shareholder's intended method of distribution and any other representation required by law or reasonably required by the Managing Underwriter. No Selling Shareholder may participate in such underwritten offering unless such Selling Shareholder agrees to sell its securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement; provided that any indemnity obligation of a Selling Shareholder shall be limited to the net proceeds received by such Selling Shareholder. If any Selling Shareholder disapproves of the terms of an underwriting, such Selling Shareholder may elect to withdraw all of its shares therefrom and from such Registration by notice to the Company and the Managing Underwriter, and upon the written consent of the Managing

Priority in Cutback Registrations. (i) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securitiesRegistration, the Company State Auto Financial will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company State Auto Financial can be sold in such offering without offering: (i) if such registration as initially proposed by State Auto Financial was solely a reduction in primary registration of its securities, (x) FIRST, the selling price anticipated to be received for the securities to be sold in such Public Offering: (A) first, any securities proposed by the Company State Auto Financial to be sold for its own account, and (By) secondSECOND, the any Registrable Securities included in the Requests for Registration of Requesting Stockholders, pro rata in proportion requested to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.registration by Requesting Holders, PRO RATA on the basis of the number of Registrable Securities requested to be included by such holders, and (z) THIRD, any other securities of State Auto Financial proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among State Auto Financial and such holders; and (ii) If a Piggyback Registration becomes a Cutback Registration and if such registration as initially proposed by the Company State Auto Financial was in whole or in part requested by holders of securities of the CompanyState Auto Financial, other than holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (Ax) firstFIRST, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company State Auto Financial to be sold for its own account, allocated in accordance with the priorities then existing among the Company State Auto Financial and such holders, and (By) secondSECOND, any Registrable Securities requested to be included in the Requests for Registration of such registration by Requesting StockholdersHolders, pro rata in proportion on the basis of the number of Registrable Securities requested to the respective numbers be included by such holders, and (z) THIRD, any other securities of securities State Auto Financial proposed to be included in such requests registration, allocated among the holders thereof in accordance with the priorities then existing among State Auto Financial and (C) third, the holders of such other securities; and any other shares of common stock of the Company. Any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

Priority in Cutback Registrations. (i) If a Piggyback Registration --------------------------------- becomes a Cutback Registration and such registration as initially proposed by the Company was solely a primary registration of its securitiesRegistration, the Company will include in such registration to the extent of only the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering: . Securities shall be included in such offering in the following order of priority: (Ai) first, any the securities proposed by the Company to be sold for its own ----- account, (ii) second, Registrable Securities included in the Requests for ------ Registration of the B-Investors and the Money Investors relating to such Cutback Registration, to the extent the number of such Registrable Securities included in such Requests exceeds the aggregate number of Registrable Securities included in RRD Requests for Registration relating to such Outback Registration, (iii) third, an equal number of Registrable Securities from (A) ----- Registrable Securities included in any RRD Requests for Registration relating to such Cutback Registration, and (B) secondRegistrable Securities included in any Requests for Registration of the B-Investors and the Money Investors relating to such Cutback Registration, (iv) fourth, the remaining Registrable Securities included in RRD Requests ------ for Registration relating to such Cutback Registration, which are not included in item (iii), and (v) fifth, Registrable Securities included in any Requests for ----- Registration relating to such Cutback Registration requested by Investors other than the B-Investors and the Money Investors; provided, that Registrable Securities of each RRD Holder shall be included in -------- the number of Registrable Securities registered in such Outback Registration pursuant to the foregoing on a basis determined by RRD and that Registrable Securities of B-Investors and Money Investors shall be included in the Registrable Securities registered in such Cutback Registration pursuant to the foregoing on a pro rata basis in proportion to the number of Registrable --- ---- Securities included in the Requests for Registration of B-Investors and Money Investors; provided, further, that in no event shall the amount of securities of -------- ------- the Requesting Stockholders, pro rata Holders included in proportion to the respective numbers offering be reduced below 10% (ten percent) of the total amount of securities included in such requests and (C) thirdoffering, any other shares of common stock unless such offering is the initial public offering of the Company's securities, in which case the Requesting Holders may be excluded if the Managing Underwriter makes the determination that the registration is a Cutback Registration and no securities other than those of the Company are included. Any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration. (ii) If a Piggyback Registration becomes a Cutback Registration and such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, pursuant to demand registration rights, the Company will include in such registration to the extent of the amount of the securities which the Managing Underwriter advises the Company can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering, (A) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (B) second, any Registrable Securities requested to be included in the Requests for Registration of Requesting Stockholders, pro rata in proportion to the respective numbers of securities included in such requests and (C) third, any other shares of common stock of the Company. Any securities excluded shall be withdrawn from and shall not be included in such Piggyback Registration.