Common use of Cutbacks Clause in Contracts

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

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders Securityholders that, in their opinion, the number of securities Registrable Securities requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities Registrable Securities being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of securities Registrable Securities that the underwriters advise can be sold in such offering. If the underwritten offering Company is requested by Corsair, the selling Stockholders will have first priority over securities that the Company desires to sell Registrable Securities for its own account in such offering (for clarity, excluding Registrable Securities to be sold by the Company for its own account to the extent the proceeds from such sale will be used to purchase LLC Units from Securityholders) and the offering is not being made on account of a demand made by any of the Investment Entities or securities Blackstone pursuant to Section 2.1 hereof, then the Registrable Securities that are included in such offering shall be allocated (i) first, to the Company, (ii) second, among the selling Securityholders, pro rata based on the number of Registrable Securities initially requested by them to be included in such offering and (iii) third, among any other Persons having registration rights and participating in such offering. If the Company is selling Registrable Securities on account of a demand made by any of the Investment Entities or Blackstone pursuant to Section 2.1 hereof, then the Registrable Securities that are included in such offering shall be allocated (i) first, to the Demanding Holder, (ii) second, among the selling Securityholders, pro rata based on the number of Registrable Securities initially requested by them to be included in such offering, (iii) third, to the Company and (iv) fourth, among any other Persons having registration rights and participating in such offering. To the extent of any remaining capacity, and in all other security holders of cases, the selling Securityholders (and any other Persons having registration rights pari passu with the Securityholders and participating in such offering) and the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate number of shares Registrable Securities initially requested by the selling Stockholders them to be included in such offering, without distinguishing between Stockholders Securityholders (or other Persons exercising pari passu registration rights) based on who made the demand for such offering. If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to the extent of any remaining capacity, the selling Stockholders and other security holders of the Company exercising contractual piggyback registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will be subject to cutback pro rata based on the aggregate number of securities initially requested by the selling Stockholders and such other security holders to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration rights with the Company, including the holders of Founder Securities under the Founder Registration Rights Agreement, will be included in an underwritten offering only with the consent of Stockholders holding a majority of the shares being sold in such offeringotherwise.

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

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

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

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

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

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

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

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

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their good faith opinion, the number of securities Registrable Shares requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, offering (including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, any underwritten shelf takedown) exceeds the amount that can be sold in such offering without adversely affecting the distribution offering price of the securities shares being offered, such offering will include only the number of securities Registrable Shares that the managing underwriters advise can be sold in such offering. If . (a) In the case of an underwritten offering is requested by Corsair(including any underwritten shelf takedown) upon the request of Stockholders pursuant to Section 2.1 or Section 2.2, the selling Stockholders collectively will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate respective number of shares Registrable Shares requested by each such selling Stockholder to be included in such offering (up to the number of Registrable Shares initially requested by the selling Stockholders them to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering). If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to To the extent of any remaining capacity, the selling Stockholders and Company will have second priority. To the extent of any remaining capacity, any other security holders of the Company exercising contractual piggyback stockholders having registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, shall have third priority and will be subject to cutback pro rata based on the aggregate number of securities shares of Common Stock then held by each such stockholder. To the extent of any remaining capacity, and only if all Common Stock referred to in the preceding sentence has been included in such registration, any other shares of Common Stock eligible for inclusion in such offering may be included. (b) In the case of a underwritten offering (including any underwritten shelf takedown) upon the initiative of the Company or any third party or parties (other than the Stockholders or the ▇▇▇▇▇▇▇ Stockholders), the Company or such third parties, as applicable, will have first priority. To the extent of any remaining capacity, the Stockholders shall have second priority. To the extent of any remaining capacity, the Company shall have third priority and will be subject to cutback pro rata based on the number of Registrable Shares then held by such selling Stockholders (up to the number of Registrable Shares initially requested by the selling Stockholders and such other security holders them to be included in such offering). Subject To the extent of any remaining capacity, any other stockholders having registration rights shall have fourth priority and will be subject to Section 6.1(b), securities cutback pro rata based on the number of shares of Common Stock then held by each such stockholder. To the extent of any remaining capacity, and only if all Common Stock referred to in the preceding sentence has been included in such registration, any other selling holders who are not shares of Common Stock eligible for inclusion in such offering may be included. (c) In the case of a underwritten offering (including any underwritten shelf takedown) upon the initiative of the ▇▇▇▇▇▇▇ Stockholders, the ▇▇▇▇▇▇▇ Stockholders or otherwise and the Stockholders shall have contractual registration rights with first priority and will be subject to cutback pro rata based on the Company, including number of shares of Common Stock then held by each such security holder (up to the holders number of Founder Securities under the Founder Registration Rights Agreement, will shares of Common Stock initially requested by them to be included in an underwritten offering such offering). To the extent of any remaining capacity, the Company will have second priority. To the extent of any remaining capacity, any other stockholders having registration rights shall have third priority and will be subject to cutback pro rata based on the number of shares of Common Stock then held by each such stockholder. To the extent of any remaining capacity, and only with if all Common Stock referred to in the consent of Stockholders holding a majority of the shares being sold preceding sentence has been included in such offeringregistration, any other securities eligible for inclusion in such offering may be included.

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

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

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

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

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

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

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

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

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

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

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

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

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of securities Registrable Shares requested to be included in an underwritten offering, together with the securities requested by other security holders with contractual registration rights, offering (including the rights of holders of Founder Securities under the Founder Registration Rights Agreement, any underwritten shelf takedown) exceeds the amount that can be sold in such offering without adversely affecting the distribution of the securities Registrable Shares being offered, such offering will include only the number of securities Registrable Shares that the underwriters advise can be sold in such offering. If . (a) In the case of a registered offering (including any underwritten offering is requested by Corsairshelf takedown) upon the request of Stockholders pursuant to Section 2.1 or Section 2.2, the selling Stockholders collectively will have first priority over securities that the Company desires to sell for its own account or securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and such selling Stockholders will be subject to cutback pro rata based on the aggregate respective number of shares Registrable Shares then held by each such selling Stockholder (up to the number of Registrable Shares initially requested by the selling Stockholders them to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering). If the underwritten offering is one initiated by the Company or any other security holders of the Company exercising contractual demand registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, and was not requested by Corsair, then the Company or such demanding security holders, as applicable, will have first priority in such offering; to To the extent of any remaining capacity, the selling Stockholders and Company will have second priority. To the extent of any remaining capacity, all other security holders of the Company exercising contractual piggyback stockholders having similar registration rights to participate in such offering, including the holders of Founder Securities under the Founder Registration Rights Agreement, if applicable, will have third priority and will be subject to cutback pro rata based on the aggregate number of securities initially requested shares of the Company giving rise to such registration rights then held by each such stockholder. Except as contemplated by the selling Stockholders and such immediately preceding two sentences, other security holders stockholders (other than transferees to be included in such offering. Subject to Section 6.1(b), securities held by other selling holders who are not Stockholders or otherwise have contractual registration whom a Stockholder has assigned its rights with the Company, including the holders of Founder Securities under the Founder Registration Rights this Agreement, ) will be included in an underwritten offering only with the consent of Stockholders holding representing a majority of the Registrable Shares then held by all Stockholders. (b) In the case of a registered offering (including any underwritten shelf takedown) upon the initiative of the Company or any third party or parties (other than the Stockholders), the Company or such third parties, as applicable, will have first priority. To the extent of any remaining capacity, the Company or security holders having registration rights existing prior to the Effective Time, as applicable, will have second priority and will, with respect to any such security holders, be subject to cutback pro rata based on the number of shares being sold giving rise to such registration rights then held by each such security holder in accordance with the applicable registration rights agreements. To the extent of any remaining capacity, the selling Stockholders and any other holders of securities of the Company having registration rights that are neither expressly senior nor subordinated to the Registrable Shares shall have third priority and will be subject to cutback pro rata based on the number of Registrable Shares then held by such selling Stockholders and shares giving rise to such registration rights then held by such other selling security holders, respectively (up to the number of shares initially requested by them to be included in such offering). To the extent of any remaining capacity, and only if all shares referred to in the preceding sentence have been included in such registration, any other securities eligible for inclusion in such registration may be included.

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