Common use of Cutback Clause in Contracts

Cutback. If the lead managing underwriter of an offering covered by Section 1(a) shall advise Buyer in writing on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Common Stock (including Subject Stock) requested to be included in such registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Common Stock being offered, then Buyer will include in such registration: (i) in the case of a Buyer Registration, first, any shares proposed to be offered by Buyer; second, Subject Stock requested to be registered by Seller; and third, any other shares requested by other stockholders of Buyer to be included in such registration; and Table of Contents (ii) in the case of a Third Party Demand Registration, first, any shares proposed to be offered by the stockholder or stockholders exercising their right to cause Buyer to proceed with such Third Party Demand Registration (the ‘‘Initiating Third Party Holders’’), second, any shares proposed to be offered by Buyer, and third, Subject Stock requested to be registered by Seller; and fourth, any other shares requested by other stockholders of Buyer to be included in such registration; provided, however, that in the event Buyer will not, by virtue of the foregoing cutback mechanism, include in any such registration all of the Subject Stock requested to be included in such registration, Seller may, upon written notice to Buyer given within three (3) days of the ▇▇▇▇ ▇▇▇▇▇▇ is first notified of such matter, reduce the amount of Subject Stock Seller desires to have included in such registration, whereupon only the Subject Stock, if any, Seller desires to have included will be considered for such inclusion.

Cutback. If the lead managing underwriter of an offering covered by Section 1(a1(c)(1) shall advise Buyer in writing the Company on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Common Stock (including Subject Stock) requested to be included in such registration statement exceeds the amount which can be sold in such offering without adversely affecting the distribution success of the Common Stock being offeredsuch offering, then Buyer the Company will include in such registration: (i) in the case of a Buyer Company Registration, first, any shares of Common Stock proposed to be offered by Buyerthe Company; second, Subject the shares of Common Stock which have been requested to be registered by Sellerthe holders requesting such registration pursuant to the ATX Agreement, the Voyager Agreement and/or the Booth Agreement (the "Existing Agreements"), as applicable, allocated, if necessary, pro rata among such holders requesting such registration on the basis of the number of shares of Common Stock beneficially owned by such holder at the time; third, the shares of Common Stock which have been requested to be registered by the holders requesting such registration pursuant to the Chase Agreement and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Agreement ("Other First Priority Registration"), allocated, if necessary, pro rata among such holders requesting such registration on the basis of the number of shares of Common Stock beneficially owned by such holder at the time; fourth, the shares of Common Stock which have been requested to be registered by the Purchaser ("Other Second Priority Registration"); and thirdfifth, the shares of Common Stock which have been requested to be registered by any other holder entitled to incidental or piggyback registration after the date of this Agreement ("Other Third Priority Registration"), allocated, if necessary, pro rata among such holders requesting such registration on the basis of the number of shares requested of Common Stock beneficially owned by other stockholders of Buyer to be included in such registrationholder at such time; and Table of Contentsand (ii) in the case of a Third Party Demand Registration, first, any shares of Common Stock proposed to be offered by the stockholder or stockholders exercising their right to cause Buyer the Company to proceed with such Third Party Demand Registration (the ‘‘"Initiating Third Party Holders’’"), ; second, any shares of Common Stock proposed to be offered by Buyer, and the Company; third, Subject the shares of Common Stock which have been requested to be registered by Seller; and fourththe holders requesting such registration pursuant to the Existing Agreements, excluding any other shares requested beneficially owned by other stockholders of Buyer the Initiating Third Party Holders, to be included in such registration, allocated, if necessary, pro rata among such holders requesting such registration on the basis of the number of shares of Common Stock beneficially owned by such holder at the time; fourth, the shares of Common Stock which have been requested to be registered by the holders entitled to Other First Priority Registration, allocated, if necessary, pro rata among such holders requesting such registration on the basis of the number of shares of Common Stock beneficially owned by such holder at the time; fifth, the shares of Common Stock which have been requested to be registered by the Purchaser entitled to Other Second Priority Registration; and sixth, the shares of Common Stock which have been requested to be registered by any holder entitled to Other Third Priority Registration, allocated, if necessary, pro rata among such holders requesting such registration on the basis of the number of shares of Common Stock beneficially owned by such holder at the time; provided, however, that in the event Buyer the Company will not, by virtue of the implementation of the foregoing cutback mechanism, include in any such registration all of the Subject Stock requested to be included in such registration, Seller the Purchaser may, upon written notice to Buyer the Company given within three (3) days of the ▇▇▇▇ ▇▇▇▇▇▇ date the Purchaser is first notified of such matter, reduce the amount of Subject Stock Seller the Purchaser desires to have included in such registration, whereupon only the Subject Stock, if any, Seller the Purchaser desires to have included will be considered for such inclusion.

Cutback. If the lead managing underwriter of an offering covered by Section 1(a) 3.1 shall advise Buyer the Company in writing on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Common Stock (including Subject StockCommon Stock Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Common Stock being offered, then Buyer the Company will include in such registration: (i) in the case of a Buyer Company Registration, first, any shares proposed to be offered by Buyerthe Company; second, Subject Stock Registrable Securities requested to be registered by Seller; the Stockholders and third, any other shares requested by other stockholders of Buyer the Company, including the Stockholders, to be included in such registration, allocated, if necessary, pro rata among the Stockholders and such other holders requesting such registration on the basis of the number of the shares Beneficially Owned at the time; and Table of Contentsand (ii) in the case of a Third Party Demand Registration, first, any shares proposed to be offered by the stockholder or stockholders exercising their right to cause Buyer the Company to proceed with such Third Party Demand Registration (the ‘‘"Initiating Third Party Holders’’"), second, any shares proposed to be offered by Buyerthe Company, and third, Subject Stock Registrable Securities requested to be registered by Seller; the Stockholders and fourth, any other shares requested by other stockholders of Buyer to be included in such registration; providedthe Company, howeverincluding the Stockholders but excluding the Initiating Third Party Holders, that in the event Buyer will not, by virtue of the foregoing cutback mechanism, include in any such registration all of the Subject Stock requested to be included in such registration, Seller mayallocated, upon written notice to Buyer given within three (3) days if necessary, pro rata among the Stockholders and such other holders requesting such registration on the basis of the ▇▇▇▇ ▇▇▇▇▇▇ is first notified number of the shares Beneficially Owned at the time; of such matter, reduce the amount of Subject Stock Seller desires Registrable Securities they desire to have included in such registration, whereupon only the Subject StockRegistrable Securities, if any, Seller desires they desire to have included will be considered for such inclusion.

Cutback. If the lead managing underwriter of an offering covered by Section 1(a1(c)(1) shall advise Buyer the Company in writing on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Common Stock (including Subject Stock) requested to be included in such registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Common Stock being offered, then Buyer the Company will include in such registration: (i) subject to the registration rights agreements between the Company and each of ATX Telecommunications Services, Inc., a Delaware corporation, and ▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation (together, the "ATX-Voyager Agreements"), in the case of a Buyer Company Registration, first, any shares proposed to be offered by Buyerthe Company; second, Subject Stock requested to be registered by Sellerthe Purchaser and any other shares requested by other preferred stockholders of the Company to be included in such registration, allocated, if necessary, pro rata among the Purchaser and such other preferred stockholders requesting such registration on the basis of the number of shares requested by each to be included in such registration; and third, any other shares requested by other stockholders of Buyer the Company to be included in such registration; and Table of Contentsand (ii) subject to the ATX-Voyager Agreements, in the case of a Third Party Demand Registration, first, any shares proposed to be offered by the stockholder or stockholders exercising their right to cause Buyer the Company to proceed with such Third Party Demand Registration (the ‘‘"Initiating Third Party Holders’’"), second, any shares proposed to be offered by Buyerthe Company, and third, Subject Stock requested to be registered by Sellerthe Purchaser and any other shares requested by other preferred stockholders of the Company, excluding the Initiating Third Party Holders, to be included in such registration, allocated, if necessary, pro rata among the Purchaser and such other preferred stockholders requesting such registration on the basis of the number of shares requested by each to be included in such; and fourth, any other shares requested by other stockholders of Buyer the Company to be included in such registration; provided, however, that in the event Buyer the Company will not, by virtue of the foregoing cutback mechanism, include in any such registration all of the Subject Stock requested to be included in such registration, Seller the Purchaser may, upon written notice to Buyer the Company given within three (3) days of the ▇▇▇▇ ▇▇▇▇▇▇ time the Purchaser is first notified of such matter, reduce the amount of Subject Stock Seller the Purchaser desires to have included in such registration, whereupon only the Subject Stock, if any, Seller the Purchaser desires to have included will be considered for such inclusion.