Common use of Cutbacks Clause in Contracts

Cutbacks. In the event that (x) the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its opinion, the inclusion in the registration statement of some or all of the Common Stock or Company debt securities sought to be registered by the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (a) if such registration is by the Company for its own account, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes to register for its own account, (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be included.

Cutbacks. In the event that (x) the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Register Common Stock or Company debt securities in connection with an underwritten offeringUnderwritten Offering, (y) one or both of the Stockholders Sponsor Stockholder has made a Piggy-Back Request in accordance with Section 6.05 with respect to such offering, offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) Sponsor Stockholder or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) ), in writing that, in its opinion, the inclusion in the registration statement Registration Statement of some or all the shares of the Common Stock or Company debt securities sought to be registered Registered by the Company, the Stockholder(s) Sponsor Stockholder or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement Registration Statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is reasonably advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (a) if such registration Registration is by the Company for its own account, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes to register Register for its own account, (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration Registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) Sponsor Stockholder proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages)Request, and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration Registration pursuant to the foregoing clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between among the Other Holders in proportion to their respective Voting Percentagesbeneficial ownership of such shares); or (b) if such registration Registration is pursuant to the demand registration Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) Sponsor Stockholder propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) Sponsor Stockholder in proportion to their respective Voting Percentages), beneficial ownership of such shares) and (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration Registration pursuant to clause (i) of this subparagraph (b) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be included.

Cutbacks. In If the event that (x) managing underwriters advise the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of and the selling Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its their opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought Shares requested to be registered by included in an underwritten offering exceeds the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of Shares that the underwriters advise can be sold in the following order of priority:such offering. (a) if such registration is by the Company for its own account, (i) firstIn the case of a registered offering upon the demand of one or more LGP Stockholders, such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes selling Stockholders (including those Stockholders exercising piggyback rights pursuant to register for its own account, (iiSection 3.1(b)) second, collectively will have first priority and will be subject to the extent cutback pro rata based on the number of shares of Common Stock or Company debt securities Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other stockholders having similar registration pursuant rights will have second priority and will be subject to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated cutback pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent based on the number of shares of Common Stock or Company debt securities Shares initially requested by them to be included in such offering. To the registration pursuant extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to clauses (iwhom a Stockholder has assigned its rights under this Agreement) and will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) is less than In the Maximum Numbercase of a registered offering upon the initiative of the Company, such number the Company will have first priority. To the extent of shares of Common Stock or principal amount of Company debt securities any remaining capacity, the selling Stockholders as a group, on the one hand, and all Other Holders request other stockholders having similar registration rights as a group, on the other hand, will be subject to be included for their own account (with such number of shares or principal amount of debt allocated cutback pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent based on the number of shares of Common Stock or Company debt securities Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests Shares initially requested by them to be includedincluded in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Majority Interest.

Cutbacks. In Notwithstanding the event foregoing, to the extent that Sigma or ▇▇▇▇▇▇▇ (x) the Company proposes or its respective assignee, if such assignee is required (other than an affiliate), as applicable, is entitled to shares of Additional Common Stock pursuant to the exercise of Rights or a Takedown Request or Demand Request) to register Common Stock or Company debt securities Put Option, participation in the Second Lien Term Loan Offering, in connection with an underwritten offering, (y) one the payment of Put Option Premium or both in connection with the payment of the Stockholders has made a Piggy-Back Request with respect to Minimum Cash Consideration Commitment, such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its opinion, the inclusion in the registration statement of some or all of the Common Stock or Company debt securities sought to be registered by the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock issuable pursuant to the exercise of Rights or principal amount of Company debt securities as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and a Put Option, participation in the following order Second Lien Term Loan Offering or payment of priority: the Minimum Cash Consideration Commitment shall not be issued to Sigma or ▇▇▇▇▇▇▇ (a) or its respective assignee, if such registration assignee is by the Company for its own accountan affiliate), (i) first, such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes to register for its own account, (ii) secondapplicable, to the extent (but only to the number extent) such issuance would result in the total beneficial ownership by Sigma or ▇▇▇▇▇▇▇ (as applicable), together with its respective affiliates, being equal to or in excess of the Applicable Percentage (as defined below) of the total outstanding shares of Common Stock. In such event, the Firm Commitment Amount of Sigma or ▇▇▇▇▇▇▇ (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 Minimum Cash Consideration Commitment, after taking into account the shares of Additional Common Stock received or to be received in connection with the payment of the relevant Put Option Premium, would not result in the beneficial ownership of Sigma or ▇▇▇▇▇▇▇, as applicable, together with its respective affiliates, equaling or exceeding the Applicable Percentage. The application of the foregoing provisions is subject to the application of the 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 Company debt securities to be included in the registration pursuant to clause (i) ▇▇▇▇▇▇▇ is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to reduced below their respective Voting Percentages), and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is Firm Commitment Amounts pursuant to the demand registration rights provisions set forth above under “Cutbacks,” the Firm Commitment Amount of one or more Other Holders▇. ▇. ▇▇▇▇ 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 term pursuant to Section 13 of the United States Securities Exchange Act of 1934, (i) firstas amended, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) rules and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be includedregulations promulgated thereunder.

Cutbacks. In the event that (x) the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offeringUnderwritten Offering, (y) one the Stockholder or both of the Stockholders its Subsidiaries has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have reasonably advised the Company, the Stockholder(s) Stockholder, the Stockholder’s Subsidiary or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable offering (each, an “Other Holder”) in writing that, in its opinion, the inclusion in the registration statement of some or all of the Common Stock or Company debt securities sought to be registered by the Company, the Stockholder(s) Stockholder, the Stockholder’s Subsidiary or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (a) if such registration is by the Company for its own account, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes to register for its own accountaccount up to the Maximum Number, (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes Stockholder and its Subsidiaries propose to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between up to the Requesting Stockholder(s) in proportion to their respective Voting Percentages)Maximum Number, and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated account, on a pro rata between basis up to the Other Holders in proportion to their respective Voting Percentages)Maximum Number; or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated on a pro rata among basis up to the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages)Maximum Number, and (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Stockholder and its Subsidiaries propose to be included pursuant to a Piggy-Back Request on a pro rata basis up to the Maximum Number, and (iii) third, to the extent the number of shares of Common Stock to be included in the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be included, up to the Maximum Number.

Cutbacks. (a) In connection with any Demand Registration, if the event that managing underwriters of such offering shall give notice (xa “Cutback Notice”) to the Company proposes or is required (other than pursuant it being understood that the Company shall as soon as reasonably practicable provide any such notice to a Takedown Request or Demand Request) all Holders who have requested to register Common Stock or Company debt securities include Registrable Securities in connection with an underwritten offering, (y) one or both of the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its their opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought Registrable Securities requested to be registered by included in such offering and the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success number of the offering, any equity securities which the Company shall and any Third-Party Security Holders propose to include in such registration statement such offering for sale for their respective accounts exceed the number of shares of Common Stock or principal amount of Company debt Registrable Securities and such other equity securities as the Company is advised which can be offered or sold in such offering without being reasonably likely to have a material adverse effect on the offering price, timing or distribution of the Registrable Securities or the market for the Common Stock (an “Adverse Offering Effect”), there shall be included in such offering only the number of Registrable Securities and any such other equity securities that, in the opinion of such managing underwriters, can be included without being reasonably likely to have an effect (Adverse Offering Effect. In such event, the “Maximum Number”) as follows Registrable Securities and any such other equity securities shall be included in the offering pursuant to such Demand Registration in the following order of priority: (a) if such registration is by the Company for its own account, (i) first, such number all of shares of Common Stock or principal amount of Company debt securities as the Company proposes Demand Registrable Securities which can be so included without being reasonably likely to register for its own account, have an Adverse Offering Effect; and (ii) second, if all of the Demand Registrable Securities may be so included in such offering, such number of equity securities proposed to be sold by the Company and Third-Party Security Holders in such offering which can be included therein without being reasonably likely to have an Adverse Offering Effect (with any reduction in such number being allocated among the Company and such Third-Party Security Holders in accordance with their separate agreements). (b) If not all of the Demand Registrable Securities may be included in such offering without being reasonably likely to have an Adverse Offering Effect, any reduction in such number shall be allocated among the Initiating Demand Holders and all other Holders electing to participate in such offering pursuant to Section 3(b) pro rata based on the relative number of Demand Registrable Securities beneficially owned by each such Holder as of the date on which the Demand Notice related thereto was received by the Company. (c) Each Holder wishing to include Registrable Securities pursuant to Section 4(a) in any offering covered by a Registration Statement filed by the Company relating to a public offering of Common Stock or other equity securities for its own account or for the account of any security holder (other than any Holder) shall have the right to include such Registrable Securities in any such offering only to the extent that the inclusion of such Registrable Securities shall not reduce the number of shares of Common Stock or other equity securities to be offered and sold therein for the account of the Company debt or any such other security holder. In connection with the inclusion of Registrable Securities pursuant to Section 4(a) in any such offering, if the managing underwriters of an Underwritten Offering deliver a notice to the Company (it being understood that the Company shall as soon as reasonably practicable provide any such notice to all Holders who have requested to include Registrable Securities in such offering), that, in their opinion, the number of securities the Company proposes to sell for its own account or for the account of any such other security holder and the number of such Registrable Securities exceeds the number of securities which can be offered or sold in such offering without being reasonably likely to have an Adverse Offering Effect with respect to the securities to be offered for the account of the Company or such other security holder, there shall be included in such offering only the number of Registrable Securities that, in the opinion of such managing underwriters, can be included without being reasonably likely to have an Adverse Offering Effect. If not all of the Registrable Securities requested to be included in such offering may be so included without being reasonably likely to have an Adverse Offering Effect, the registration pursuant to clause (i) is less than reduction in the Maximum Number, such aggregate number of Piggy-Back Registrable Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to that shall be included in such offering shall be allocated among the registration Holders who have requested Registrable Securities to be so included pro rata based on the relative number of Registrable Securities beneficially owned by each such Holder as of the date on which the Company provides notice of its proposed filing of a Registration Statement pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting PercentagesSection 4(a); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be included.

Cutbacks. In the event that (x) the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Register Common Stock or Company debt securities in connection with an underwritten offeringUnderwritten Offering, (y) one or both of the Stockholders ▇▇▇▇▇▇ has made a Piggy-Back Request in accordance with Section 4.05 with respect to such offering, offering and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) ▇▇▇▇▇▇ or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) ), in writing that, in its opinion, the inclusion in the registration statement Registration Statement of some or all the shares of the Common Stock or Company debt securities sought to be registered Registered by the Company, the Stockholder(s) ▇▇▇▇▇▇ or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement Registration Statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is reasonably advised can be sold Sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (a) if such registration Registration is by the Company for its own account, (i) first, such number of shares of Common Stock or principal amount of Company debt securities Piggy-Back Securities as the Company ▇▇▇▇▇▇ proposes to register for its own accountbe included pursuant to a Piggy-Back Request, (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration Registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities shares of Common Stock as the Requesting Stockholder(s) Company proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages)register for its own account, and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration Registration pursuant to the foregoing clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between among the Other Holders in proportion to their respective Voting Percentagesbeneficial ownership of such shares); or (b) if such registration Registration is pursuant to the demand registration Demand Registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose ▇▇▇▇▇▇ proposes to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages)included, and (ii) second, to the extent the number of shares of Common Stock or Company debt securities as such Other Holder(s) propose to be included (with such number of shares allocated pro rata among the Other Holder(s) in proportion to their respective beneficial ownership of such shares) and (iii) third, to the extent the number of shares of Common Stock to be included in the registration Registration pursuant to clause clauses (i) and (ii) of this subparagraph (b) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be included.

Cutbacks. (a) In connection with any Demand Registration contemplating an Underwritten Offering, if the event that (x) managing underwriters of such offering shall give notice to the Company proposes or is required (other than pursuant it being understood that the Company shall as soon as reasonably practicable provide any such notice to a Takedown Request or Demand Request) all Holders who have requested to register Common Stock or Company debt securities include Registrable Securities in connection with an underwritten offering, (y) one or both of the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its their opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought Registrable Securities requested to be registered by included in such offering and the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success number of the offering, any equity securities which the Company shall and any Third-Party Security Holders propose to include in such registration statement such offering for sale for their respective accounts exceed the number of shares of Common Stock or principal amount of Company debt Registrable Securities and such other equity securities as the Company is advised which can be offered or sold in such offering without being reasonably likely to have a material adverse effect on the offering price, timing or distribution of the Registrable Securities or the market for the Common Stock (an “Adverse Offering Effect”), there shall be included in such offering only the number of Registrable Securities and any such other equity securities that, in the opinion of such managing underwriters, can be included without being reasonably likely to have an effect (Adverse Offering Effect. In such event, the “Maximum Number”) as follows Registrable Securities and any such other equity securities shall be included in the offering pursuant to such Demand Registration in the following order of priority: (a) if such registration is by the Company for its own account, (i) first, such number all of shares of Common Stock or principal amount of Company debt securities as the Company proposes Demand Registrable Securities which can be so included without being reasonably likely to register for its own account, have an Adverse Offering Effect; and (ii) second, if all of the Demand Registrable Securities may be so included in such offering, such number of equity securities proposed to be sold by the Company and Third-Party Security Holders in such offering which can be included therein without being reasonably likely to have an Adverse Offering Effect (with any reduction in such number being allocated among the Company and such Third-Party Security Holders in accordance with their separate agreements). (b) If not all of the Demand Registrable Securities may be included in such offering without being reasonably likely to have an Adverse Offering Effect, any reduction in such number shall be allocated among the Initiating Demand Holders and all other Holders electing to participate in such offering pursuant to Section 3(a) or Section 3(b) pro rata based on the relative number of Demand Registrable Securities beneficially owned by each such Holder as of the date on which the Demand Notice related thereto was received by the Company. (c) Each Holder wishing to include Registrable Securities pursuant to Section 4(a) in any offering covered by a Registration Statement filed by the Company relating to a public offering of Common Stock or other equity securities for its own account or for the account of any security holder (other than any Holder) shall have the right to include such Registrable Securities in any such offering only to the extent that the inclusion of such Registrable Securities shall not reduce the number of shares of Common Stock or other equity securities to be offered and sold therein for the account of the Company debt or any such other security holder. In connection with the inclusion of Registrable Securities pursuant to Section 4(a) in any such offering, if the managing underwriters of an Underwritten Offering deliver a notice to the Company (it being understood that the Company shall as soon as reasonably practicable provide any such notice to all Holders who have requested to include Registrable Securities in such offering), that, in their opinion, the number of securities the Company proposes to sell for its own account or for the account of any such other security holder and the number of such Registrable Securities exceeds the number of securities which can be offered or sold in such offering without being reasonably likely to have an Adverse Offering Effect with respect to the securities to be offered for the account of the Company or such other security holder, there shall be included in such offering only the number of Registrable Securities that, in the opinion of such managing underwriters, can be included without being reasonably likely to have an Adverse Offering Effect. If not all of the Registrable Securities requested to be included in such offering may be so included without being reasonably likely to have an Adverse Offering Effect, the registration pursuant to clause (i) is less than reduction in the Maximum Number, such aggregate number of Piggy-Back Registrable Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to that shall be included in such offering shall be allocated among the registration Holders who have requested Registrable Securities to be so included pro rata based on the relative number of Registrable Securities beneficially owned by each such Holder as of the date on which the Company provides notice of its proposed filing of a Registration Statement pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting PercentagesSection 4(a); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be included.

Cutbacks. (a) In connection with any Shelf Take-Down, if the event that managing underwriters of such offering shall give notice (xa “Cutback Notice”) to the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by it being understood that the Company shall as soon as reasonably practicable provide any such notice to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(sall Initiating Shelf Take-Down Holders) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing Initiating Shelf Take-Down Holders that, in its their opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought Registrable Securities requested to be registered by the Companyincluded in such offering and, if such Shelf Take-Down shall be effected pursuant to an Automatic Shelf Registration Statement, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success number of the offering, any equity securities which the Company shall and any Third-Party Security Holders propose to include in such registration statement such offering for sale for their respective accounts exceed the number of shares of Common Stock or principal amount of Company debt Registrable Securities and such other equity securities as the Company is advised which can be offered or sold in such offering without being reasonably likely to have a material adverse effect on the offering price, timing or distribution of the Registrable Securities or the market for the Common Stock (an “Adverse Offering Effect”), there shall be included in such offering only the number of Registrable Securities and any such other equity securities that, in the opinion of such managing underwriters, can be included without being reasonably likely to have an effect (Adverse Offering Effect. In such event, the “Maximum Number”) as follows Registrable Securities and any such other equity securities shall be included in the offering pursuant to such Shelf Take-Down in the following order of priority: (a) if such registration is by the Company for its own account, (i) first, such number all of shares of Common Stock or principal amount of Company debt securities as the Company proposes Shelf Take-Down Registrable Securities which can be so included without being reasonably likely to register for its own account, have an Adverse Offering Effect; and (ii) second, if all of the Shelf Take-Down Registrable Securities may be so included in such offering, such number of equity securities proposed to be sold by the Company and Third-Party Security Holders in such offering which can be included therein without being reasonably likely to have an Adverse Offering Effect (with any reduction in such number being allocated among the Company and such Third-Party Security Holders in accordance with their separate agreements). If not all of the Shelf Take-Down Registrable Securities may be included in such offering without being reasonably likely to have an Adverse Offering Effect, any reduction in such number shall be allocated among the Initiating Shelf Take-Down Holders and all other Shelf Holders electing to participate in such offering pursuant to Section 4(b) pro rata based on the relative number of Shelf Take-Down Registrable Securities held by each such Shelf Holder. (b) Each Holder wishing to include Registrable Securities pursuant to Section 5(a) in any offering covered by a Registration Statement filed by the Company relating to a public offering of Common Stock or other equity securities for its own account or for the account of any security holder (other than any Holder) shall have the right to include such Registrable Securities in any such offering only to the extent that the inclusion of such Registrable Securities shall not reduce the number of shares of Common Stock or other equity securities to be offered and sold therein for the account of the Company debt or any such other security holder. In connection with the inclusion of Registrable Securities pursuant to Section 5(a) in any such offering, if the managing underwriters of an Underwritten Offering deliver a notice to the Company (it being understood that the Company shall as soon as reasonably practicable provide any such notice to all Holders who have requested to include Registrable Securities in such offering), that, in their opinion, the number of securities the Company proposes to sell for its own account or for the account of any such other security holder and the number of such Registrable Securities exceeds the number of securities which can be offered or sold in such offering without being reasonably likely to have a material adverse effect on the offering price, timing or distribution of the securities to be offered for the account of the Company or such other security holder or the market for the Common Stock or other securities to be offered, there shall be included in such offering only the number of Registrable Securities that, in the opinion of such managing underwriters, can be included without being reasonably likely to have such a material adverse effect. If not all of the Registrable Securities requested to be included in such offering may be so included without being reasonably likely to have such a material adverse effect, the registration pursuant to clause (i) is less than reduction in the Maximum Number, such aggregate number of Piggy-Back Registrable Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to that shall be included in such offering shall be allocated among the registration pursuant Holders who have requested Registrable Securities to clauses (i) and (ii) is less than be so included pro rata based on the Maximum Number, such relative number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with Registrable Securities held by each such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be includedHolder.

Cutbacks. (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 event that Series A Registration Rights Agreement, if the lead managing underwriter (xif 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 proposes (it being understood that the Company shall as soon as reasonably practicable deliver copies of such notice to all Holders and Series A Preferred Stockholders who have requested to include Registrable Securities or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities Series A Registrable Securities in connection with an underwritten offering, (y) one or both of the Stockholders has made a Piggy-Back Request with respect to such offering, and ) (za "Cutback Notice") a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its or their reasonable and good faith opinion, the inclusion in the registration statement of some or all of the Common Stock or Company debt securities sought Registrable Securities and Series A Registrable Securities requested to be registered by the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include included in such registration statement such offering exceed the number of shares of Common Stock or principal amount of Company debt securities as the Company is advised which can be sold in such offering without being likely to have a significant adverse effect on the offering price, timing or distribution of the class of securities offered or the market for the securities offered or for the Common Stock (an "Adverse Offering Effect"), then the Company shall include in such an effect (offering only the “Maximum Number”) as follows number of Registrable Securities and Series A Registrable Securities which, in the following order good faith opinion of priority: such underwriter or (aif the offering shall not be an Underwritten Offering) if 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 is by to initiate such offering, as the Company for its own accountcase 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 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 number being allocated among the Holders and the Series A Preferred Stockholders pro-rata based on the 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 of Common Stock represented by Registrable Securities or Series A Registrable Securities, as the case may be, requested by each Holder and each Series A Preferred Stockholder to be included in such offering, calculated on 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 number, if any, of shares of Common Stock or principal amount of Company debt other securities as the Company proposes to register sell for its own account 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 initiate such offering (if the offering shall not be an Underwritten Offering) can be sold without adversely affecting the success of the offering of all the Registrable Securities that each Holder, and all of the Series A Registrable Securities that each Series A Preferred Stockholder, desires to sell for its own account, (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent the number number, if any, of other shares of Common Stock or Company debt and other securities requested to be included in such 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 pursuant to clauses initiate such offering (iif 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 (ii) is less than other securities that each Holder, each Series A Preferred Stockholder and the Maximum NumberCompany, as the case may be, desires to sell for its own account, such number of other shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt 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 pursuant to clause (i) is less than rights agreements with the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be includedCompany.

Cutbacks. In If the event that (x) managing underwriters advise the Company proposes or is required and the selling Stockholders that, in their opinion, the number of shares requested to be included in an underwritten offering (other than any resale of Registrable Securities pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with the Closing Shares Registration Statement that is an underwritten offering, (ywhich shall be subject to Section 2.1(c)) one or both of exceeds the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its opinion, the inclusion in the registration statement of some or all of the Common Stock or Company debt securities sought to be registered by the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised 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 shares being offered, such offering will include only the number of shares that the underwriters advise can be sold in such offering without having an adverse effect on the distribution (including the “Maximum Number”timing and/or price at which the Registrable Securities can be sold) as follows and of the shares being offered. The Company will include in such Registration Statement (other than any resale of Registrable Securities pursuant to the following order Closing Shares Registration Statement that is an underwritten offering, which shall be subject to Section 2.1(c)), to the extent of priority: (a) if the number which the Company is so advised can be sold in such registration is offering, first, all securities proposed by the Company Company, if any, to be sold for its own account, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes to register for its own account, (ii) ; 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 extent 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 ▇▇▇▇▇▇ Stockholders pursuant to a piggyback registration right shall be included, pro rata, on the basis of the number of shares of Common Stock or Company debt such securities requested to be included in such Registration Statement by such Stockholders); fourth, subject to the proviso in the immediately preceding clause, Registrable Securities proposed to be included as a result of the exercise of any piggyback registration rights, if any, pro rata, on the basis of the number of shares of such securities requested to be included in such Registration Statement; and fifth, such other securities requested to be included therein, pro rata, on the basis of the number of shares of such other securities requested to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be includedRegistration Statement.

Cutbacks. In If the event that (x) managing underwriters advise the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of and the Stockholders has made a Piggy-Back Request with respect to such offering, selling ABS Holders and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing Preferred Investors Holders that, in its their opinion, the inclusion in the registration statement of some or all of the Common Stock or Company debt securities sought to be registered by the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Class A Common Stock or principal requested to be included in an underwritten offering exceeds the amount of Company debt securities as the Company is advised that can be sold in such offering without adversely affecting the distribution (including the price) of the shares of Class A Common Stock being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of shares of Class A Common Stock that the underwriters advise can be sold in the following order of priority:such offering. (a) if In the case of an offering pursuant to a demand from one or more Sponsor Demand Holders, the Registrable Securities to be included in such registration is offering will be reduced by the Company for its own account, (i) first, such only including the total number of shares ABS Registrable Securities of Common Stock or principal amount of Company debt securities the ABS Holders in such offering as the Company proposes can be included with each such ABS Holder entitled to register for include its own accountpro rata share (determined in accordance with Section 2.2), (ii) second, to the extent that all ABS Registrable Securities being sold for the account of the ABS Holders can be included, then if the Preferred Investors Holders elect to sell Preferred Investors Registrable Securities in the offering, only including the total number of shares Preferred Investors Registrable Securities of Common Stock or Company debt securities to the Preferred Investors Holders as can be included in the registration pursuant with each such Preferred Investors Holder entitled to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated include its pro rata between share (subject to the Requesting Stockholder(s) Preferred Investors Lock-Up and determined in proportion to their respective Voting Percentagesaccordance with Section 2.2), and (iii) third, to the extent that all ABS Registrable Securities being sold for the account of the ABS Holders and all Preferred Investors Registrable Securities being sold for the account of the Preferred Investors Holders can be included, then if the Company elects to sell shares of Class A Common Stock in the offering for its own account, only including the total number of shares to be offered by the Company as can be included (in addition to all such ABS Registrable Securities being sold for the account of Common Stock the ABS Holders and all such Preferred Investors Registrable Securities sold for the account of the Preferred Investors Holders), and (iv) fourth, if all shares being sold for the account of the ABS Holders, the Preferred Investors Holders and the Company can be included, any other shares held by stockholders other than the Holders entitled to be included therein. (b) In the case of an offering pursuant to a demand from one or Company debt securities more Majority Investors Holders, the Registrable Securities to be included in the registration pursuant to clauses such offering will be reduced by (i) and (ii) is less than only including the Maximum Number, such total number of shares Preferred Investors Registrable Securities of Common Stock or principal amount of Company debt securities the Preferred Investors Holders in such offering as all Other Holders request to can be included for their own account (with each such number of shares or principal amount of debt allocated Preferred Investors Holder entitled to include its pro rata between the Other Holders in proportion to their respective Voting Percentages); or share (b) if such registration is pursuant subject to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) Preferred Investors Lock-Up and the Requesting Stockholder(s) propose to be included (determined in accordance with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting PercentagesSection 2.2), and (ii) second, to the extent that all Preferred Investors Registrable Securities being sold for the account of the Preferred Investors Holders can be included, then if the Sponsor Demand Holders elect to sell ABS Registrable Securities in the offering, only including the total number of ABS Registrable Securities of the ABS Holders as can be included with each such ABS Holder entitled to include its pro rata share (determined in accordance with Section 2.2), (iii) third, to the extent that all Preferred Investors Registrable Securities being sold for the account of the Preferred Investors Holders and all ABS Registrable Securities being sold for the account of the ABS Holders can be included, then if the Company elects to sell shares of its Class A Common Stock in the offering for its own account, only including the total number of shares to be offered by the Company as can be included (in addition to all such Preferred Investors Registrable Securities sold for the account of Common Stock the Preferred Investors Holders and all such ABS Registrable Securities being sold for the account of the ABS Holders), and (iv) fourth, if all shares being sold for the account of the Preferred Investors Holders, the ABS Holders, and the Company can be included, any other shares held by stockholders other than the Holders entitled to be included therein. (c) In the case of an offering not pursuant to a demand from one or Company debt securities more Sponsor Demand Holders and not pursuant to a demand from one or more Majority Investors Holders (the IPO not being considered a demand from one or more Majority Investors Holders), the Registrable Securities to be included in the registration pursuant to clause such offering will be reduced by (i) is less first only including any shares of Class A Common Stock being sold for the account of the Company, (ii) second, to the extent that all shares of Class A Common Stock being sold for the account of the Company can be included, then only including the total number of ABS Registrable Securities of the ABS Holders and the total number of Preferred Investors Registrable Securities of the Preferred Investors Holders in such offering as can be included (in addition to any such shares of Class A Common Stock being sold for the account of the Company) with each such ABS Holder and Preferred Investors Holder entitled to include its pro rata share (determined in accordance with Section 2.2), or such other share as the ABS Holders and the Preferred Investors Holders agree and (iii) third, if all shares of Class A Common Stock being sold for the account of the Company, the ABS Holders and the Preferred Investors Holders can be included, any other shares of Class A Common Stock held by stockholders other than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests Holders entitled to be includedincluded therein.

Cutbacks. In If the event that (x) managing underwriters advise the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of and the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing selling Securityholders that, in its their opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought Registrable Securities requested to be registered by included in an Underwritten Offering exceeds the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised that can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the price that will be paid in such an effect (offering or the “Maximum Number”) as follows and marketability thereof, such offering will include only the number of Registrable Securities that the underwriters advise can be sold in such offering in the following order of priority: (a) if If such registration Underwritten Offering is initiated by the Securityholders pursuant to Article III, then, with respect to each class proposed to be registered: (i) first, the Registrable Securities beneficially owned by Securityholders requested to be included pursuant to this Agreement (pro rata based upon the number of Securities that each of the Securityholders shall have requested to be included in such offering); (ii) second, any Securities to be sold by Existing RRA Holders who properly requested to include their securities in such offering pursuant to the Existing Registration Rights Agreement in accordance with such agreement; (iii) third, any Securities to be sold by the Company for its own account; and (iv) fourth, other Securities held by any other third parties requested to be included in such demand registration pursuant to registration rights granted to such third-party holder. (b) If such Underwritten Offering is initiated by the Company, then, with respect to each class proposed to be registered: (i) first, such number of shares of Common Stock or principal amount of Company debt securities as any Securities to be sold by the Company proposes to register for its own account, ; (ii) second, any Securities to be sold by Existing RRA Holders who properly requested to include their securities in such offering pursuant to the extent Existing Registration Rights Agreement in accordance with such agreement; (iii) third, the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Registrable Securities as the Requesting Stockholder(s) proposes beneficially owned by Securityholders requested to be included pursuant to a Piggythis Agreement (pro rata based upon the number of securities that each of the Securityholders shall have requested to be included in such offering); and (iv) fourth, other Securities held by any other third parties requested to be included pursuant to registration rights granted to such third-Back Request party holder. (c) If such Underwritten Offering is initiated by an Existing RRA Holder pursuant to the Existing Registration Rights Agreement then, with respect to each class proposed to be registered: (i) first, the Securities beneficially owned by the Existing RRA Holders who properly requested to include their securities in such offering pursuant to the Existing Registration Rights Agreement in accordance with such number of Piggy-Back agreement; (ii) second, any Securities allocated pro rata between to be sold by the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and Company for its own account; (iii) third, the Registrable Securities beneficially owned by Securityholders requested to the extent be included pursuant to this Agreement (pro rata based upon the number of shares securities that each of Common Stock or Company debt securities the Securityholders shall have requested to be included in the registration pursuant to clauses such offering); and (iiv) and (ii) is less than the Maximum Numberfourth, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request other Securities held by any other third parties requested to be included for their own account (with pursuant to registration rights granted to such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); orthird-party holder. (bd) if If such registration Underwritten Offering is pursuant initiated by any third-party holder other than an Existing RRA Holder, then, with respect to the demand registration rights of one or more Other Holders, each class proposed to be registered: (i) first, the Securities beneficially owned by such demanding third-party holder, the Registrable Securities beneficially owned by the Securityholders, and the Securities beneficially owned by the Existing RRA Holders who properly requested to include their securities in such offering pursuant to this Agreement and the Existing Registration Rights Agreement in accordance with such agreements (pro rata based upon the number of shares Securities that each of Common Stock or principal amount of Company debt securities as such Other Holder(s) demanding third-party holders, the Securityholders and the Requesting Stockholder(s) propose Existing RRA Holders shall have requested to be included (with in such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentagesoffering), and ; and (ii) second, to the extent the number of shares of Common Stock or Company debt securities any Securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as sold by the Company requests to be includedfor its own account.

Cutbacks. In If the event that (x) managing underwriters advise the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of and the selling Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its their opinion, the inclusion in the registration statement of some or all of the Common Stock or Company debt securities sought to be registered by the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal requested to be included in an underwritten offering exceeds the amount of Company debt securities as the Company is advised that can be sold in such offering without adversely affecting the distribution of the shares being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of shares that the underwriters advise can be sold in the following order of priority:such offering. (a) if such registration is by In the Company for its own accountcase of a registered offering upon the demand of one or more Stockholders, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 2.2) collectively will have first priority and will be subject to cutback pro rata (i) first, based on the Initial Capital Interest of each such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes selling Stockholder (up to register for its own account, (ii) second, to the extent the number of shares of Common Stock or Company debt securities initially requested by them to be included in the registration pursuant to clause (isuch offering) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt securities any remaining capacity, with respect to be included in the registration each selling Stockholder who has been cutback (each selling Stockholder so cutback pursuant to clause (i) is less than the Maximum Numberof Section 3.5(a) or Section 3.5(b), such a “Cutback Stockholder”), a number of shares equal to (A) the remaining capacity of shares (up to the difference between the aggregate number of shares initially requested by all Cutback Stockholders to be included in such offering and the aggregate number of shares allocated to such Cutback Stockholders (such difference, the “Remaining Demanded Shares”)), multiplied by (B) a fraction equal to (x) the difference between the number of shares initially requested by such Cutback Stockholder to be included in such offering and the number of shares allocated to such Cutback Stockholder pursuant to clause (i) of this Section 3.5(a), divided by (y) the Remaining Demanded Shares, without distinguishing between selling Stockholders based on who made the demand for such offering. To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by Section 6.1(b) and the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Common Stock or principal amount shares being sold in such offering. (b) In the case of Company debt securities as a registered offering upon the initiative of the Company, the Company requests will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, on the one hand, and all other stockholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of shares initially requested by such group to be included.included in such offering. The selling Stockholders will be subject to cutback pro rata (i) first, based on the Initial Capital Interest of each such selling Stockholder (up to the number of shares initially requested by them to be included in such offering) and (ii) second, to the extent any shares allocated to the selling Stockholders as a group remain, with respect to each Cutback Stockholder, a number of shares equal to (A) the remaining number of shares allocated to the selling Stockholders as a group, multiplied by (B) a fraction equal to (x) the difference between the number of shares initially requested by such Cutback Stockholder to be included in such offering and the number of shares allocated to such Cutback Stockholder pursuant to clause (i) of this Section 3.5(b), divided by (y)

Cutbacks. In the event that (xA) the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities Ordinary Shares in connection with an underwritten offeringUnderwritten Offering, (yB) one Subscriber or both of the Stockholders has its Affiliates have made a Piggy-Back Piggyback Request with respect to such offering, and (zC) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have reasonably advised the Company, the Stockholder(s) Subscriber, Subscriber’s Affiliates or any other holder of Common Stock or Company debt securities Ordinary Shares intending to offer Common Stock or Company debt securities Ordinary Shares in the offering, as applicable offering (each, an “Other Holder”) in writing that, in its opinion, the inclusion in the registration statement of some or all of the Common Stock or Company debt securities Ordinary Shares sought to be registered by the Company, the Stockholder(s) Subscriber, Subscriber’s Affiliates or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities Ordinary Shares as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (a) if such registration is by the Company for its own account, (i) first, such number of shares of Common Stock or principal amount of Company debt securities Ordinary Shares as the Company proposes to register for its own accountaccount up to the Maximum Number, (ii) second, to the extent the number of shares of Common Stock or Company debt securities Ordinary Shares to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Registrable Securities as the Requesting Stockholder(s) proposes Subscriber and its Affiliates propose to be included pursuant to a Piggy-Back Piggyback Request (with such number of Piggy-Back Securities allocated pro rata between up to the Requesting Stockholder(s) in proportion to their respective Voting Percentages)Maximum Number, and (iii) third, to the extent the number of shares of Common Stock or Company debt securities Ordinary Shares to be included in the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities Ordinary Shares as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated account, on a pro rata between basis up to the Other Holders in proportion to their respective Voting Percentages)Maximum Number; or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities Ordinary Shares as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated on a pro rata among basis up to the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages)Maximum Number, and (ii) second, to the extent the number of shares of Common Stock or Company debt securities Ordinary Shares to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares Piggyback Securities as Subscriber and its Affiliates propose to be included pursuant to a Piggyback Request on a pro rata basis up to the Maximum Number, and (iii) third, to the extent the number of Ordinary Shares to be included in the Common Stock or principal amount registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of Company debt securities Ordinary Shares as the Company requests to be included, up to the Maximum Number. In any registration or offering pursuant to a Takedown Request or Demand Request, Subscriber and its Affiliates will be cut back last after the Company and any Other Holders.

Cutbacks. In If the event that (x) managing underwriters advise the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of and the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing selling Holders that, in its their opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought Registrable Securities requested to be registered by included in an underwritten offering exceeds the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised that can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the price that will be paid in such an effect (offering or the “Maximum Number”) as follows and marketability thereof, such offering will include only the number of Registrable Securities that the underwriters advise can be sold in such offering in the following order of priority: (a) if If such registration underwritten offering is a Demand Offering pursuant to Article II hereof, then, with respect to each class proposed to be registered: (1) first, the Registrable Securities beneficially owned by Holders requested to be included in such demand registration, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder; (2) second, any Shares to be sold by the Company for its own account; and (3) third, other Shares held by third parties requested to be included in such demand registration pursuant to registration rights granted to such third party holder. (ib) If such underwritten offering is initiated by the Company, then, with respect to each class proposed to be registered: (1) first, such number of shares of Common Stock or principal amount of Company debt securities as any Shares to be sold by the Company proposes to register for its own account, ; (ii2) second, the Registrable Securities beneficially owned by members of the Sheffield Group requested to be included, allocated pro rata among the extent respective Holders beneficially owning such Registrable Securities on the basis of the number of shares Registrable Securities beneficially owned by each such Holder (3) third, the Registrable Securities beneficially owned by Holders (other than members of Common Stock or Company debt securities the Sheffield Group) requested to be included in included, allocated pro rata among the registration pursuant to clause (i) is less than respective Holders beneficially owning such Registrable Securities on the Maximum Number, such basis of the number of Piggy-Back Registrable Securities as the Requesting Stockholder(sbeneficially owned by each such Holder; and (4) proposes fourth, other Shares held by third parties requested to be included pursuant to a Piggy-Back Request registration rights granted to such third party holder. (c) If such underwritten offering is initiated by any third party holder, then, with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(srespect to each class proposed to be registered: (1) in proportion to their respective Voting Percentages)first, and (iii) third, to the extent the number of shares of Common Stock or Company debt securities Shares held by third parties requested to be included in the registration pursuant to clauses registration rights granted to such third party holder; (i2) and (ii) is less than second, the Maximum Number, such number Registrable Securities beneficially owned by members of shares of Common Stock or principal amount of Company debt securities as all Other Holders request the Sheffield Group requested to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holdersincluded, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and respective Holders beneficially owning such Registrable Securities on the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent basis of the number of shares of Common Stock or Company debt securities to be included in Registrable Securities beneficially owned by each such Holder (3) third, the registration pursuant to clause Registrable Securities beneficially owned by Holders (i) is less other than the Maximum Number, such number of shares members of the Common Stock or principal amount of Company debt securities as the Company requests Sheffield Group) requested to be included, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder; and (4) fourth, any Shares to be sold by the Company for its own account.

Cutbacks. In If the event that (x) managing underwriters advise the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of and the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing selling Shareholders that, in its their opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought Shares requested to be registered by included in an underwritten offering exceeds the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of Shares that the underwriters advise can be sold in the following order of priority:such offering. (a) if such registration is by the Company for its own account, (i) firstIn the case of a registered offering upon the demand of one or more Carlyle Shareholders, the selling Shareholders (including those Carlyle Shareholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the Initial Capital Interest of each such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes selling Shareholder (up to register for its own account, (ii) second, to the extent the number of shares of Common Stock or Company debt securities Shares initially requested by them to be included in such offering). To the extent of any remaining capacity, all other shareholders having similar registration pursuant rights will have second priority and will be subject to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated cutback pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent based on the number of shares of Common Stock or Company debt securities Shares initially requested by them to be included in such offering. Except as contemplated by the registration pursuant immediately preceding two sentences, other selling shareholders (other than transferees to clauses (iwhom a Carlyle Shareholder has assigned its rights under this Agreement) and will be included in an underwritten offering only with the consent of Carlyle Shareholders holding a majority of the Shares being sold in such offering. (ii) is less than In the Maximum Numbercase of a registered offering upon the initiative of the Company, such number the Company will have first priority. To the extent of shares of Common Stock or principal amount of Company debt securities any remaining capacity, the selling Carlyle Shareholders as a group, on the one hand, and all Other Holders request other shareholders having similar registration rights as a group, on the other hand, will be subject to be included for their own account (with such number of shares or principal amount of debt allocated cutback pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent based on the number of shares of Common Stock or Company debt securities Shares initially requested by such group to be included in such offering. The selling Carlyle Shareholders will be subject to cutback pro rata, based on the registration pursuant Initial Capital Interest of each such selling Carlyle Shareholder (up to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests Shares initially requested by them to be includedincluded in such offering). Except as contemplated by the immediately preceding sentence, other shareholders (other than transferees to whom a Carlyle Shareholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a Carlyle Majority Interest.

Cutbacks. (a) In connection with any offering covered by a Demand Registration Statement filed pursuant to Section 2.2(a), if the event that lead managing underwriters of such offering shall give written notice (xa “Cutback Notice”) to the Company (which Cutback Notice the Company shall deliver to the Holder as soon as reasonably practicable thereafter) that, in their judgment (and notwithstanding any Proposed Offering Amount determined for such offering), the Registrable Securities requested to be included in such offering and any shares of Common Stock which the Company proposes to sell for its own account in such offering exceed the number which can be sold in such offering without being reasonably likely to have a material adverse effect on the offering price, timing or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both distribution of the Stockholders has made a Piggy-Back Request with respect to such offering, and shares offered or the market for the shares offered (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other HolderAdverse Offering Effect”) in writing that, in its opinion, the inclusion in the registration statement of some or all of the Common Stock or Company debt securities sought to be registered by the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering), the Company shall include in such registration statement such offering only the number of Registrable Securities and such other shares that, in the judgment of Common Stock or principal amount such underwriters, can be included without being reasonably likely to have an Adverse Offering Effect, in accordance with this Section 2.4. (b) In the event that, after the Holder delivers a Piggyback Registration Notice but before the consummation of Company debt securities as an Early Initial Offering, the lead managing underwriters thereof shall give a Cutback Notice to the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (a) if such registration is by which Cutback Notice the Company for its own account, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes to register for its own account, (ii) second, shall deliver to the extent Holder as soon as reasonably practicable thereafter) with respect to a reduction of the Early Initial Offering amount, the number of shares of Common Stock or initially included for the account of the Company debt securities and the number of Registrable Securities initially included for the account of the Holder shall be reduced pro-rata based on the numbers of shares of Common Stock initially included for the accounts of the Company and the Holder, respectively, provided that, if such a pro-rata reduction would result in the Company receiving less than the Minimum Primary Offering Amount, in the judgment of the lead managing underwriters of the Early Initial Offering, the number of Registrable Securities to be included in the registration pursuant Early Initial Offering shall be reduced to clause an amount that would result in the Company receiving at least the Minimum Primary Offering Amount, in the judgment of the lead managing underwriters of the Early Initial Offering, even if such reduction shall require the exclusion from the Early Initial Offering of more Registrable Securities than shares of Common Stock to be offered therein for the Company’s account. For purposes of illustration only, if 2,000,000 shares and 1,000,000 shares were initially included in the Early Initial Offering for the accounts of the Company and the Holder, respectively, a pro-rata reduction of a total of 600,000 shares specified in the Cutback Notice shall require a reduction of 400,000 shares to be offered for the account of the Company and 200,000 shares to be offered for the account of the Holder. If, however, in the judgment of the lead managing underwriters of the Early Initial Offering (after taking into account a pro-rata reduction of 600,000 shares provided for in the Cutback Notice in order to avoid an Adverse Offering Effect, and for purposes of illustration with respect to an Early Initial Offering only), (A) the sale of 1,600,000 shares would be expected to yield an amount of net proceeds, after deduction of underwriting discounts and fees, of less than the Minimum Primary Offering Amount, and (B) the sale of 1,800,000 shares for the account of the Company would be necessary to yield an amount of net proceeds to the Company, after deduction of underwriting discounts and fees, exactly equal to the Minimum Primary Offering Amount, then the Early Initial Offering shall include (i) is less than 1,800,000 shares for the Maximum Number, such number account of Piggy-Back Securities as the Requesting Stockholder(s) proposes to be included pursuant to Company (reflecting a Piggy-Back Request (with such number reduction in shares offered for the account of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting PercentagesCompany of 200,000 shares), and (iiiii) third600,000 shares for the account of the Holder (reflecting a reduction in shares offered for the account of the Holder of 400,000 shares), for a total of 2,400,000 shares to be included in the Early Initial Offering. (c) In the event that, after the Holder delivers a Piggyback Registration Notice but before the consummation of a Later Initial Offering, the lead managing underwriters thereof shall give a Cutback Notice to the extent Company (which Cutback Notice the Company shall deliver to the Holder as soon as reasonably practicable thereafter) with respect to a reduction of the Later Initial Offering amount, the number of shares of Common Stock or initially included for the account of the Company debt securities to and the number of Registrable Securities initially included for the account of the Holder shall be included in reduced pro-rata based on the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number numbers of shares of Common Stock initially included for the accounts of the Company and the Holder, respectively. For purposes of illustration only, if 1,500,000 shares and 1,000,000 shares were initially included in the Later Initial Offering for the accounts of the Company and the Holder, respectively, a pro-rata reduction of a total of 600,000 shares specified in the Cutback Notice shall require a reduction of 360,000 shares to be offered for the account of the Company and 240,000 shares to be offered for the account of the Holder. (d) In connection with the inclusion of Registrable Securities pursuant to Section 2.3(a) in any Subsequent Offering, if the lead managing underwriters of an Underwritten Offering deliver a Cutback Notice to the Company (which Cutback Notice the Company shall deliver to the Holder as soon as reasonably practicable thereafter), the Company shall include in such offering the shares of Common Stock the Company proposes to sell for its own account or principal amount for the account of Company debt securities as all Other Holders request any security holder (other than the Holder) and the shares of Registrable Securities requested to be included pursuant to Section 2.3(a) that, in the judgment of such lead managing underwriters, can be included without being reasonably likely to have an Adverse Offering Effect. In such event, the shares of Common Stock proposed to be included for their own the account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included Registrable Securities designated in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to Piggyback Registration Notice shall be includedreduced on a pro-rata basis.

Cutbacks. In If the event that (x) managing underwriters advise the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of and the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing selling Holders that, in its their opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought Registrable Securities requested to be registered by included in an underwritten offering exceeds the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised that can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the price that will be paid in such an effect (offering or the “Maximum Number”) as follows and marketability thereof, such offering will include only the number of Registrable Securities that the underwriters advise can be sold in such offering in the following order of priority: (a) if If such registration underwritten offering is initiated by the Holders pursuant to Article II, then, with respect to each class proposed to be registered: (1) first, the Registrable Securities beneficially owned by Holders requested to be included in such demand registration, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder; (2) second, any Securities to be sold by the Company for its own account; and (3) third, other Securities held by third parties requested to be included in such demand registration pursuant to registration rights granted to such third party holder. (ib) If such underwritten offering is initiated by the Company, then, with respect to each class proposed to be registered: (1) first, such number of shares of Common Stock or principal amount of Company debt securities as any Securities to be sold by the Company proposes to register for its own account, ; (ii2) second, the Registrable Securities beneficially owned by Holders requested to be included, allocated pro rata among the extent respective Holders beneficially owning such Registrable Securities on the basis of the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause Registrable Securities beneficially owned by each such Holder; and (i3) is less than the Maximum Numberthird, such number of Piggy-Back other Securities as the Requesting Stockholder(s) proposes held by third parties requested to be included pursuant to a Piggy-Back Request registration rights granted to such third party holder. (c) If such underwritten offering is initiated by any third party holder, then, with such number of Piggy-Back respect to each class proposed to be registered: (1) first, Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent the number of shares of Common Stock or Company debt securities held by third parties requested to be included in the registration pursuant to clauses registration rights granted to such third party holder; (i2) and (ii) is less than second, the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Registrable Securities beneficially owned by Holders request requested to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holdersincluded, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and respective Holders beneficially owning such Registrable Securities on the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent basis of the number of shares of Common Stock or Company debt securities Registrable Securities beneficially owned by each such Holder; and (3) third, any Securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as sold by the Company requests to be includedfor its own account.

Cutbacks. In the event that (x) the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of the Stockholders Stockholder has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) Stockholder or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its opinion, the inclusion in the registration statement of some or all of the Common Stock or Company debt securities sought to be registered by the Company, the Stockholder(s) Stockholder or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (a) if such registration is by the Company for its own account, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes to register for its own account, (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) Stockholder proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages)Request, and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated account, on a pro rata between the Other Holders in proportion to their respective Voting Percentages)basis; or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) Stockholder propose to be included (with such number of shares or principal amount allocated on a pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages)basis, and (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Company Common Stock or principal amount of Company debt securities as the Company requests to be included, on a pro rata basis.

Cutbacks. (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 event that Series A Registration Rights Agreement or Section 4 of the TCP Registration Rights Agreement, if the lead managing underwriter or (xif the offering shall not be an Underwritten Offering) the Company proposes Holders, the Series A Preferred Stockholders or is required the TCP Holders who have exercised a demand registration to initiate such offering give written notice (other than pursuant to a Takedown Request or Demand Request“Cutback Notice”) to register Common Stock or the Company debt securities (it being understood that the 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 connection with an underwritten offering, (y) one or both of the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its or their reasonable and good faith opinion, the inclusion in Registrable Securities, the registration statement of some or all of Series A Registrable Securities and the Common Stock or Company debt securities sought TCP Registrable Securities requested to be registered by the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include included in such registration statement such offering exceed the number of shares of Common Stock or principal amount of Company debt securities as the Company is advised which can be sold in such offering without being likely to have a significant adverse effect on the offering price, timing or distribution of the class of securities 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 an effect (offering only the “Maximum Number”) as follows number of Registrable Securities, Series A Registrable Securities and TCP Registrable Securities which, in the following order good faith opinion of priority: such underwriter or (aif the offering shall not be an Underwritten Offering) if the Holders, the Series A Preferred Stockholders or the TCP Holders who have exercised a demand registration to initiate such registration is by offering, as the Company for its own accountcase 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 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 number being allocated among the Holders, the Series A Preferred Stockholders and the TCP Holders pro-rata based on the 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 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 Holders, the Series A Preferred Stockholders and the TCP Holders to be included in such offering, 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 and all of the 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 date), (ii) second, the number, if any, of shares of Common Stock or principal amount of Company debt other securities as the Company proposes to register sell for its own accountaccount that, (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included 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 the TCP Holders who have exercised a demand registration pursuant to clause (i) is less than the Maximum Number, initiate such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to offering can be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages)sold without having an Adverse Offering Effect, and (iii) third, to the extent the number number, if any, of other shares of Common Stock or Company debt and other securities requested to be included in such offering that, 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 the TCP Holders who have exercised a demand registration pursuant to clauses (i) and (ii) is less than the Maximum Numberinitiate such offering can be sold without having an Adverse Offering Effect, such number of other shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt 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 pursuant to clause (i) is less than rights agreements with the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be includedCompany.

Cutbacks. In If the event that (x) managing underwriters advise the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of and the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing selling Holders that, in its their opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought Registrable Securities requested to be registered by included in an underwritten offering exceeds the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised that can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the price that will be paid in such an effect (offering or the “Maximum Number”) as follows and marketability thereof, such offering will include only the number of Registrable Securities that the underwriters advise can be sold in such offering in the following order of priority: (a) if If such registration underwritten offering is initiated by an Initiating Holder pursuant to Article II, then, with respect to each class proposed to be registered: (i) first, the Registrable Securities beneficially owned by Holders requested to be included in such demand registration, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder; (ii) second, any Securities to be sold by the Company for its own account; and (iii) third, other Securities held by any other third parties requested to be included in such demand registration pursuant to registration rights granted to such third-party holder. (b) If such underwritten offering is initiated by the Company, then, with respect to each class proposed to be registered: (i) first, such number of shares of Common Stock or principal amount of Company debt securities as any Securities to be sold by the Company proposes to register for its own account, account in an amount up to 75% of the aggregate amount of all Securities to be registered in such offering; (ii) second, to the extent the number Registrable Securities beneficially owned by Holders of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Registrable Securities as the Requesting Stockholder(s) proposes requested to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities this Agreement, allocated pro rata between among the Requesting Stockholder(s) respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder; provided that the Registrable Securities proposed to be included by any such Initiating Holder shall not be reduced to less than 25% of the Registrable Securities proposed to be included by such Initiating Holder in proportion to their respective Voting Percentages), and such underwritten offering; and (iii) third, to the extent the number of shares of Common Stock or Company debt securities other Securities held by any other third parties requested to be included in the registration pursuant to clauses registration rights granted to such third-party holder. (ic) and (ii) If such underwritten offering is less than the Maximum Numberinitiated by any third-party holder, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request then, with respect to each class proposed to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); orregistered: (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose Securities held by demanding third parties requested to be included (with pursuant to registration rights granted to such number of shares or principal amount third-party holder and the Registrable Securities beneficially owned by Holders requested to be included, allocated pro rata among the Other Holder(s) respective third-party holders beneficially owning such Securities and the Requesting Stockholder(s) in proportion to their respective Voting Percentages)Holders beneficially owning such Registrable Securities, respectively on the basis of the number of Securities or Registrable Securities beneficially owned by each such third-party holder and Holder, respectively; (ii) second, any Securities to be sold by the extent the number of shares of Common Stock or Company debt securities for its own account; and (iii) third, other Securities held by any other third parties requested to be included in the registration pursuant to clause registration rights granted to such third-party holder. (id) is Notwithstanding anything in this Agreement to the contrary, in no event shall the Enrico Holders be reduced pursuant to this Section 3.5 to less than the Maximum Number, such number of shares 20% of the Common Stock or principal amount Registrable Securities held by them in any underwritten offering, regardless of Company debt securities as whether initiated by the Initiating Holders, the Company requests to be includedor any third-party holder.

Cutbacks. In If the event that (x) managing underwriters advise the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of and the selling Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its their opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought Shares requested to be registered by included in an underwritten offering exceeds the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of Shares that the underwriters advise can be sold in the following order of priority:such offering. (a) if such registration is by the Company for its own account, (i) firstIn the case of a registered offering upon the demand of one or more ▇▇▇▇▇▇▇ Stockholders, such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes selling Stockholders (including those Stockholders exercising piggyback rights pursuant to register for its own account, (iiSection 3.1(b)) second, collectively will have first priority and will be subject to the extent cutback pro rata based on the number of shares of Common Stock or Company debt securities Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other stockholders having similar registration pursuant rights will have second priority and will be subject to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated cutback pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent based on the number of shares of Common Stock or Company debt securities Shares initially requested by them to be included in such offering. To the registration pursuant extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to clauses (iwhom a Stockholder has assigned its rights under this Agreement) and will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) is less than In the Maximum Numbercase of a registered offering upon the initiative of the Company, such number the Company will have first priority. To the extent of shares of Common Stock or principal amount of Company debt securities any remaining capacity, the selling Stockholders as a group, on the one hand, and all Other Holders request other stockholders having similar registration rights as a group, on the other hand, will be subject to be included for their own account (with such number of shares or principal amount of debt allocated cutback pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent based on the number of shares of Common Stock or Company debt securities Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests Shares initially requested by them to be includedincluded in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a ▇▇▇▇▇▇▇ Majority Interest.

Cutbacks. In the event that (x) the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offeringUnderwritten Offering, (y) one the Stockholder or both of the Stockholders its Subsidiaries has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have reasonably advised the Company, the Stockholder(s) Stockholder, the Stockholder’s Subsidiary or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable offering (each, an “Other Holder”) in writing that, in its opinion, the inclusion in the registration statement of some or all of the Common Stock or Company debt securities sought to be registered by the Company, the Stockholder(s) Stockholder, the Stockholder’s Subsidiary or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (a) if such registration is by the Company for its own account, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes to register for its own accountaccount up to the Maximum Number, (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes Stockholder and its Subsidiaries propose to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between up to the Requesting Stockholder(s) in proportion to their respective Voting Percentages)Maximum Number, and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be included.and

Cutbacks. In If the event managing underwriter of any underwritten offering -------- shall advise the Holders participating in a Demand Registration that (x) 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 proposes in writing that they have determined that the registration statement be abandoned or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities withdrawn, in connection with an underwritten offering, (y) one or both of the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by which event the Company to act as shall abandon or withdraw such registration statement. If the managing underwriter thereof reasonably and in good faith of any underwritten offering shall have advised advise the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought requested to be registered by included in a Demand Registration exceeds the Company, number that can be sold in such offering within a price range acceptable to the Stockholder(s) or the Other Holder(s) would adversely affect the price or success Requisite Percentage of the offeringParticipating Holders, the Company shall will include in such registration statement such registration, to the extent of the number of shares of Common Stock or principal amount of Company debt securities as that the Company is so advised can be sold in such offering without offering, Registrable Securities requested to be included in such an effect (registration, first, pro rata among the “Maximum Number”) as follows and in the following order of priority: (a) if Holders ----- requesting such registration is by in accordance with the Company for its own account, (i) first, such number of shares Registrable Securities held by and issuable upon conversion of Common Stock or principal amount Equivalents to each such Holder, and, second, securities to be sold for the account of Company debt securities as the ------ Company; provided, however, that if, pursuant to Section 2.2, any of ▇'▇▇▇▇▇▇▇, -------- ------- SLI, Bain, Fields and the Protocall Shareholders exercise "piggy-back" rights in connection with a Demand Registration that is governed by the general provisions of this sentence, then the Company proposes to register for its own account, (ii) secondwill include in such registration, to the extent of the number of shares of Common Stock or that the Company debt securities is so advised can be sold in such offering, Registrable Securities requested to be included in the registration pursuant to clause (i) is less than the Maximum Numbersuch registration, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clauses (i) and (ii) is less than the Maximum Number, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) Holders participating in proportion to their respective Voting Percentages), and (ii) second, to the extent such offering in accordance with the number of shares Registrable Securities held by and issuable upon conversion of such Common Stock or Company debt securities Equivalents to be included in the registration pursuant to clause (i) is less than the Maximum Number, each such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be includedHolder.

Cutbacks. In If the event that (x) managing underwriters advise the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of and the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing selling Holders that, in its their opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought Registrable Securities requested to be registered by included in an underwritten offering exceeds the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised that can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the price that will be paid in such an effect (offering or the “Maximum Number”) as follows and marketability thereof, such offering will include only the number of Registrable Securities that the underwriters advise can be sold in such offering in the following order of priority: (a) if If such registration underwritten offering is initiated by an Initiating Holder pursuant to Article II, then, with respect to each class proposed to be registered: (i) first, the Registrable Securities beneficially owned by Holders requested to be included in such demand registration, allocated pro rata among the respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder; (ii) second, any Securities to be sold by the Company for its own account; and (iii) third, other Securities held by any other third parties requested to be included in such demand registration pursuant to registration rights granted to such third-party holder. (b) If such underwritten offering is initiated by the Company, then, with respect to each class proposed to be registered: (i) first, such number of shares of Common Stock or principal amount of Company debt securities as any Securities to be sold by the Company proposes to register for its own account, account in an amount up to 75% of the aggregate amount of all Securities to be registered in such offering; (ii) second, to the extent the number Registrable Securities beneficially owned by Holders of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Registrable Securities as the Requesting Stockholder(s) proposes requested to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities this Agreement, allocated pro rata between among the Requesting Stockholder(s) respective Holders beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Holder; provided that the Registrable Securities proposed to be included by any such Initiating Holder shall not be reduced to less than 25% of the Registrable Securities proposed to be included by such Initiating Holder in proportion to their respective Voting Percentages), and such underwritten offering; and (iii) third, to the extent the number of shares of Common Stock or Company debt securities other Securities held by any other third parties requested to be included in the registration pursuant to clauses registration rights granted to such third-party holder. (ic) and (ii) If such underwritten offering is less than the Maximum Numberinitiated by any third-party holder, such number of shares of Common Stock or principal amount of Company debt securities as all Other Holders request then, with respect to each class proposed to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); orregistered: (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose Securities held by demanding third parties requested to be included (with pursuant to registration rights granted to such number of shares or principal amount third-party holder and the Registrable Securities beneficially owned by Holders requested to be included, allocated pro rata among the Other Holder(s) respective third-party holders beneficially owning such Securities and the Requesting Stockholder(s) in proportion to their respective Voting Percentages)Holders beneficially owning such Registrable Securities, respectively on the basis of the number of Securities or Registrable Securities beneficially owned by each such third-party holder and Holder, respectively; (ii) second, any Securities to be sold by the extent the number of shares of Common Stock or Company debt securities for its own account; and (iii) third, other Securities held by any other third parties requested to be included in the registration pursuant to clause registration rights granted to such third-party holder. (id) is Notwithstanding anything in this Assignment to the contrary, in no event shall the Enrico Holders be reduced pursuant to this Section 3.5 to less than the Maximum Number, such number of shares 20% of the Common Stock or principal amount Registrable Securities held by them in any underwritten offering, regardless of Company debt securities as whether initiated by the Initiating Holders, the Company requests to be includedor any third party holder.

Cutbacks. In If the event that (x) managing underwriters advise the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of and the selling Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its their opinion, the inclusion in the registration statement number of some or all of the Common Stock or Company debt securities sought Shares requested to be registered by included in an underwritten offering exceeds the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Common Stock or principal amount of Company debt securities as the Company is advised that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such an effect (offering will include only the “Maximum Number”) as follows and number of Shares that the underwriters advise can be sold in the following order of priority:such offering. (a) if such registration is by the Company for its own account, (i) firstIn the case of a registered offering upon the demand of one or more JCF Stockholders, such number of shares of Common Stock or principal amount of Company debt securities as the Company proposes selling Stockholders (including those Stockholders exercising piggyback rights pursuant to register for its own account, (iiSection 3.1(b)) second, collectively will have first priority and will be subject to the extent cutback pro rata based on the number of shares of Common Stock or Company debt securities Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other stockholders having similar registration pursuant rights will have second priority and will be subject to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated cutback pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent based on the number of shares of Common Stock or Company debt securities Shares initially requested by them to be included in such offering. To the registration pursuant extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to clauses (iwhom a Stockholder has assigned its rights under this Agreement) and will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) is less than In the Maximum Numbercase of a registered offering upon the initiative of the Company, such number the Company will have first priority. To the extent of shares of Common Stock or principal amount of Company debt securities any remaining capacity, the selling Stockholders as all Other Holders request a group will have second priority and will be subject to be included for their own account (with such number of shares or principal amount of debt allocated cutback pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent based on the number of shares of Common Stock or Company debt securities Shares initially requested by such selling Stockholders to be included in such offering. To the extent of any remaining capacity, all other stockholders having similar registration pursuant rights as a group will have third priority and will be subject to clause (i) is less than cutback pro rata based on the Maximum Number, such number of shares Shares initially requested by such group to be included in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of the Common Stock or principal amount of Company debt securities as the Company requests to be includedJCF Majority Interest.

Cutbacks. (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 event that Series A Registration Rights Agreement or Section 3 of the FD Registration Rights Agreement, if the lead managing underwriter or (xif the offering shall not be an Underwritten Offering) the Company proposes Holders, the Series A Preferred Stockholders or is required the FD Holders who have exercised a demand registration to initiate such offering give written notice (other than pursuant to a Takedown Request or Demand Request“Cutback Notice”) to register Common Stock or the Company debt securities (it being understood that the 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 connection with an underwritten offering, (y) one or both of the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing that, in its or their reasonable and good faith opinion, the inclusion in Registrable Securities, the registration statement of some or all of Series A Registrable Securities and the FD Registrable Common Stock or Company debt securities sought Shares requested to be registered by the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include included in such registration statement such offering exceed the number of shares of Common Stock or principal amount of Company debt securities as the Company is advised which can be sold in such offering without being likely to have a significant adverse effect on the offering price, timing or distribution of the class of securities 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 an effect (offering only the “Maximum Number”) as follows number of Registrable Securities, Series A Registrable Securities and FD Registrable Common Shares which, in the following order good faith opinion of priority: such underwriter or (aif the offering shall not be an Underwritten Offering) if the Holders, the Series A Preferred Stockholders or the FD Holders who have exercised a demand registration to initiate such registration is by offering, as the Company for its own accountcase 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 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 number being allocated among the Holders, the Series A Preferred Stockholders and the FD Holders pro-rata based on the 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 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 Holders, the Series A Preferred Stockholders and the FD Holders to be included in such offering, 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 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 number, if any, of shares of Common Stock or principal amount of Company debt other securities as the Company proposes to register sell for its own accountaccount that, (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included 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 the FD Holders who have exercised a demand registration pursuant to clause (i) is less than the Maximum Number, initiate such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to offering can be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages)sold without having an Adverse Offering Effect, and (iii) third, to the extent the number number, if any, of other shares of Common Stock or Company debt and other securities requested to be included in such offering that, 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 the FD Holders who have exercised a demand registration pursuant to clauses (i) and (ii) is less than the Maximum Numberinitiate such offering can be sold without having an Adverse Offering Effect, such number of other shares of Common Stock or principal amount of Company debt securities as all Other Holders request to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt 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 pursuant to clause (i) is less than rights agreements with the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be includedCompany.

Cutbacks. In (a) If the event that (x) managing underwriters advise the Company proposes or is required (other than pursuant to a Takedown Request or Demand Request) to register Common Stock or Company debt securities in connection with an underwritten offering, (y) one or both of and the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) in writing selling Holders that, in its their opinion, the inclusion in the registration statement of some or all of the Common Stock or Company debt securities sought to be registered by the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include in such registration statement such number of shares of Registrable Common Stock or principal requested to be included in an underwritten offering exceeds the amount of Company debt securities as the Company is advised that can be sold in such offering without adversely affecting the distribution of the shares of Registrable Common Stock being offered, such an effect offering will include only the number of shares of Registrable Common Stock that the underwriters advise can be sold in such offering (the “Maximum NumberCutback Amount”). In the event of an offering initiated by the Company, the Registrable Common Stock to be included in such underwritten offering will be allocated as follows: (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 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 proposed to be included in such offering by each such Holder; provided that if the aggregate number of Registrable Common Stock shares offered for registration by the Company or the Holders is less than 75% or 25%, respectively, of the Cutback Amount, the remainder of the Cutback Amount shall be allocated to the Company or the Holders, as follows applicable. In the event of a Demand Registration, and in all other cases where the following order Company is not initiating the offering but is proposing to register and sell Registrable Common Stock for its own account in such underwritten offering or is not proposing to register and sell Registrable Common Stock for its own account in such offering, the Registrable Common Stock to be included in such offering will be allocated as follows: (1) in the event that the Company’s market capitalization is $500,000,000 or less, then (A) up to 50% of priority: (a) if the Cutback Amount to the Holders requesting to be included in such registration is 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, (i) first, such ; provided that if the aggregate number of shares of Registrable Common Stock or principal amount of Company debt securities as shares offered for registration by the Company proposes is less than 50% of the Cutback Amount, the remainder of the Cutback Amount shall be allocated to register 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, account and (iiB) second, 25% of the Cutback Amount (or such lesser amount remaining) to the extent the number of shares of Common Stock or Company debt securities Holders requesting to be included in the such registration pursuant to clause (i) is less than the Maximum Number, such number of Piggy-Back Securities as the Requesting Stockholder(s) proposes to which shall be included pursuant to a Piggy-Back Request (with such number of Piggy-Back Securities allocated among all Holders pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii) third, to the extent based on the number of shares of Registrable Common Stock or Company debt securities shares proposed to be included in such offering by each such Holder; provided that if the aggregate number of Registrable Common Stock shares offered for registration pursuant to clauses (i) and (ii) by the Company or the Holders is less than 75% or 25%, respectively, of the Maximum NumberCutback Amount, such number the remainder of shares of Common Stock or principal amount of Company debt securities as all Other Holders request to the Cutback Amount shall be included for their own account (with such number of shares or principal amount of debt allocated pro rata between the Other Holders in proportion to their respective Voting Percentages); or (b) if such registration is pursuant to the demand registration rights of one Company or more Other the Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii) second, to the extent the number of shares of Common Stock or Company debt securities to be included in the registration pursuant to clause (i) is less than the Maximum Number, such number of shares of the Common Stock or principal amount of Company debt securities as the Company requests to be includedapplicable.

Cutbacks. (i) In the event that (x) the Company proposes or is required (other than case of an Underwritten Offering pursuant to a Takedown Request or Demand RequestRegistration under Section 3(a) to register Common Stock or Company debt securities in connection with an underwritten offeringand Section 3(d)(i), (y) one or both of if the Stockholders has made a Piggy-Back Request with respect to such offering, and (z) a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised advises the Company, the Stockholder(s) or any other holder of Common Stock or Company debt securities intending to offer Common Stock or Company debt securities in the offering, as applicable (each, an “Other Holder”) Demand Party in writing that, in its opinion, that the inclusion in the registration statement of some or all of the Common Stock or Company debt securities sought Registrable Securities proposed to be registered by the Company, the Stockholder(s) or the Other Holder(s) would adversely affect the price or success of the offering, the Company shall include included in such registration statement would interfere with the successful marketing (including pricing) of such Underwritten Offering, then the number of shares of Common Stock or principal amount of Company debt securities as the Company is advised can Registrable Securities to be sold included in such offering without such an effect (registration shall be allocated among the “Maximum Number”) as follows and selling Stockholders in the following order of priority: (a) if such registration is by the Company for its own account, (i1) first, such number of shares of Common Stock or principal amount of Company debt securities as to the Company proposes Registrable Securities to register for its own account, be offered in Escrowed Share Sales; (ii2) second, to the extent Registrable Securities to be offered in Indemnity Transfers (other than in Escrowed Share Sales); and (3) third, to the Registrable Securities to be offered by the Stockholders (other than Indemnity Transfers), pro rata based on the total number of shares Registrable Securities held by the Stockholders; (ii) In the case of an Underwritten Offering pursuant to a Primary Registration under Section 3(d)(ii), if the managing underwriter advises the Company in writing that the inclusion of the Class A Common Stock or Company debt other Equity Securities proposed to be included by the Company, together with (A) the Registrable Securities proposed to be included by the Stockholders and (B) the Class A Common Stock or other Equity Securities proposed to be included by any Third Party Piggyback Holders, would interfere with the successful marketing (including pricing) of such Underwritten Offering, then the securities to be included in such Underwritten Offering shall be allocated among the registration pursuant Company, the Stockholders and any Third Party Piggyback Holders in the following order of priority: (1) first, to clause (i) is less than the Maximum NumberRegistrable Securities to be offered by the Stockholders, such pro rata based on the total number of Piggy-Back Registrable Securities as held by the Requesting Stockholder(sStockholders; (2) proposes second, to the Class A Common Stock or other Equity Securities to be included pursuant to a Piggy-Back Request offered by the Company; and (with such number of Piggy-Back Securities allocated pro rata between the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (iii3) third, to the extent the number of shares of Class A Common Stock or other Equity Securities to be offered by any Third Party Piggyback Holders. (iii) In the case of an Underwritten Offering pursuant to a Third Party Registration under Section 3(d)(ii), if the managing underwriter advises the Third Party Demand Holder in writing that the inclusion of the Class A Common Stock or other Equity Securities proposed to be included by the Third Party Demand Holder, together with (A) the Registrable Securities proposed to be included by the Stockholders, (B) the Class A Common Stock or other Equity Securities proposed to be included by the Company debt and (C) the Class A Common Stock or other Equity Securities proposed to be included by Third Party Piggyback Holders, would interfere with the successful marketing (including pricing) of such Underwritten Offering, then the securities to be included in such Underwritten Offering shall be allocated among the registration pursuant Third Party Demand Holders, the Stockholders, the Company and the Third Party Piggyback Holders in the following order of priority: (1) first, to clauses (i) and (ii) is less than the Maximum Number, such number of shares of Class A Common Stock or principal amount of Company debt securities as all Other Holders request other Equity Securities to be included for their own account (with such number of shares or principal amount of debt allocated pro rata between offered by the Other Holders in proportion to their respective Voting Percentages); orThird Party Demand Holders; (b) if such registration is pursuant to the demand registration rights of one or more Other Holders, (i) first, such number of shares of Common Stock or principal amount of Company debt securities as such Other Holder(s) and the Requesting Stockholder(s) propose to be included (with such number of shares or principal amount allocated pro rata among the Other Holder(s) and the Requesting Stockholder(s) in proportion to their respective Voting Percentages), and (ii2) second, to the extent Registrable Securities to be offered by the Stockholders, pro rata based on the total number of shares of Registrable Securities held by the Stockholders; (3) third, to the Class A Common Stock or Company debt securities other Equity Securities to be included in offered by the registration pursuant to clause (i) is less than Third Party Piggyback Holders, pro rata based on the Maximum Number, such number of shares total Equity Securities of the Company held by them; and (4) fourth, to the Class A Common Stock or principal amount of Company debt securities as the Company requests other Equity Securities to be includedoffered by the Company.