AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EXECUTION COPY

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

by and among

AMERITRADE HOLDING CORPORATION,

THE TORONTO-DOMINION BANK

and

THE STOCKHOLDERS DESCRIBED HEREIN

Dated as of June 22, 2005

TABLE OF CONTENTS

INDEX OF DEFINED TERMS

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

          This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “ Agreement ”) is entered into as of this 22 ^nd day of June, 2005 by and among Ameritrade Holding Corporation, a Delaware corporation (the “ Issuer ”), the persons listed as Ricketts Stockholders on Exhibit A (together with their respective transferees, heirs, personal representatives, successors and assigns, the “ Ricketts Stockholders ”), the persons listed as DOH Stockholders on Exhibit A (together with their respective transferees, heirs, personal representatives, successors and assigns, the “ DOH Stockholders ”, and together with the Ricketts Stockholders, the “ Original Stockholders ”), and The Toronto-Dominion Bank, a Canadian chartered bank (together with its transferees, successors and assigns, “ TD ”, and together with the Original Stockholders, the “ Stockholders ”).

RECITALS

          WHEREAS, the Issuer and the Original Stockholders previously entered into a Registration Rights Agreement, dated as of July 26, 2002 (the “ Original Registration Rights Agreement ”), in order to provide the Original Stockholders registration rights with respect to the Common Stock issued to the Original Stockholders in connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of May 16, 2002 (the “ Datek Merger Agreement ”), among the Issuer, Datek Online Holdings Corp., Arrow Merger Corp. and Dart Merger Corp.;

          WHEREAS, Issuer and TD have entered into that certain Agreement of Sale and Purchase, dated as of June 22, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “ Purchase Agreement ”), pursuant to which, among other things, the Issuer shall purchase (the “ Share Purchase ”) from TD all of the outstanding capital stock of TD Waterhouse Group, Inc. (“ Waterhouse ”) and TD will receive, in consideration for all of the capital stock of Waterhouse, shares of common stock, par value $0.01 per share, of Issuer (the “ Common Stock ”);

          WHEREAS, the Group II Stockholders (as such term is defined in the Original Registration Right Agreement) are no longer holders of Registrable Securities; and

          WHEREAS, the Issuer and the Original Stockholders desire to amend and restate the Original Registration Rights Agreement in order to, among other things, include TD as a party to such agreement.

AGREEMENT

          NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

SECTION 1.    DEFINITIONS

     1.1. Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

          “ Adverse Disclosure ” means public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors of the Issuer (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would have a material adverse effect on the Issuer or its business or on the Issuer’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction.

          “ Affiliate ” means (i) with respect to any specified Person that is not a natural Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, and (ii) with respect to any natural Person, any family member of such natural Person. The term “ Control ” shall mean, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of voting securities or by contract. For purposes of this Agreement, notwithstanding anything herein to the contrary, neither the Issuer nor any of its subsidiaries shall be deemed to be an Affiliate of any Stockholder, nor shall any Ricketts Stockholder, DOH Stockholder or TD be deemed to be an Affiliate of each other or of the Issuer, solely by virtue of (A) such party’s ownership of Common Stock or its being a party to the Stockholders Agreement entered into concurrently with the Purchase Agreement (to the extent a party thereto), (B) the election of directors of the Issuer designated by such party or nominated by such party for election to the board of directors of the Issuer or (C) any other action taken by such party or its respective Affiliates which is permitted under the Stockholders Agreement (to the extent such party is a party thereto), in each case in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth in, the Stockholders Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under applicable law or accounting principles). Without limiting the generality of the foregoing, (u) Harbourvest Partners VI — Direct Fund, L.P. and each other Person who shall become an assignee of the rights of the foregoing Person under Section 3.4 shall be deemed to be Affiliates with respect to each other solely for purposes of this Agreement, (v) each of Monitor Clipper Equity Partners, L.P., Monitor Clipper Equity Partners (Foreign), L.P. and each other Person who shall become an assignee of the rights of one or more of the foregoing Persons under Section 3.4 shall be deemed to be Affiliates with respect to each other solely for purposes of this Agreement, (w) each of Silver Lake Partners, L.P., Silver Lake Investors, L.P., Silver Lake Technology Investors, L.L.C., Integral Capital Partners V, L.P., Integral Capital Partners V Side Fund, L.P. and each other Person who shall become an assignee of the rights of one or more of the foregoing Persons under Section 3.4 shall be deemed to be Affiliates with respect to each other solely for purposes of this Agreement, and (x) each of 2000 Exchange Place Fund, LLC, TA/Atlantic & Pacific IV, L.P., TA/Advent VIII, L.P., TA Investors, LLC, TA Executives Fund, LLC, TA IX, L.P., Advent Atlantic & Pacific III, L.P., 1998 GPH Fund, LLC, GPH DT Partners and each other Person who shall become an assignee of

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the rights of one or more of the foregoing Persons under Section 3.4 shall be deemed to be Affiliates with respect to each other solely for purposes of this Agreement.

          “ Aggregate Offering Price ” means the aggregate offering price of Registrable Securities in any offering, calculated based upon the Fair Market Value of the Registrable Securities, in the case of a Minimum Demand Amount, as of the date that the applicable Request is delivered, and in the case of a Shelf Underwritten Offering, as of the date that the applicable Underwriting Notice is delivered.

          “ Closing ” has the meaning set forth in the Purchase Agreement.

          “ Closing Date ” has the meaning set forth in the Purchase Agreement.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

          “ Existing Registration Rights Agreements ” means each of the following as in effect on the date of the Purchase Agreement: (i) the registration rights agreement dated as of September 6, 2001 by and between Issuer and National Discount Brokers Group, Inc., (ii) the registration rights agreement dated as of July 21, 2000, among Issuer and Dennis Hooks and J. Roderick Heller, as representatives of the stockholders of Financial Passport, Inc., and (iii) the stockholders agreement dated as of April 2, 2001, among Issuer and the stockholders of Tradecast, Inc., Tradecast Enterprises LLC and Tradecast Investments Ltd.

          “ Fair Market Value ” means, with respect to any Registrable Securities, the average closing sales price, calculated for the five (5) trading days immediately preceding the date of a determination.

          “ holder ” or “ holders ” means any holder or holders of Registrable Securities who is a party to this Agreement or who otherwise agrees in writing to be bound by the provisions of this Agreement pursuant to Section 3.4.

          “ Incidental Registration ” means any registration of the Registrable Securities of a holder pursuant to Section 2.2(a), but shall exclude any registration which constitutes a Demand Registration, Shelf Underwritten Offering or non-underwritten offering under a Shelf Registration Statement.

          “ Initiating Holders ” means the holder or holders who made the Request to initiate a Demand Registration, together with all Affiliates of such holder or holders.

          “ Minimum Demand Amount ” means an amount of Registrable Securities that either (i) is equal to or greater than 8 million shares of Common Stock (as such number may be adjusted hereafter to reflect any stock dividend, subdivision, recapitalization, reclassification, split, distribution, combination or similar event) or (ii) has an Aggregate Offering Price of at least $50 million.

          “ NASD ” means the National Association of Securities Dealers, Inc.

          “ Participating Holder ” means any holder exercising its right to participate in a Demand Registration under Section 2.1(c)(iii).

          “ Pending Underwritten Offering ” means, with respect to any holder withdrawing from this Agreement pursuant to Section 3.9, (i) any registered primary Underwritten Offering by the Issuer for its own account in which the Registration Statement has an effective date prior to the date of such holder’s withdrawal from this Agreement, and (ii) any registered secondary Underwritten Offering of Registrable Securities (including a Shelf Underwritten Offering) in which the Request (or Underwriting Notice, if a Shelf Underwritten Offering) has been delivered to the Issuer prior to the date of such holder’s withdrawal from this Agreement.

          “ Permissible Withdrawal ” means a withdrawal (i) based on the reasonable determination of the holders who made the Request to effect such registration that there has been, since the date of the applicable Request, a material adverse change in the business, financial condition, results of operations or prospects of the Issuer, in general market conditions or in market conditions for online brokerage businesses generally, or (ii) in which each of the withdrawing holders shall have paid or reimbursed on a pro rata basis the Issuer for all of the reasonable out-of-pocket fees and expenses incurred by the Issuer in connection with the withdrawn registration.

          “ Person ” or “ person ” means any individual, firm, limited liability company, partnership, joint venture, corporation, joint stock company, trust or unincorporated organization, incorporated or unincorporated association, government (or any department, agency or political subdivision thereof) or other entity of any kind.

          “ Prospectus ” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus and all material incorporated by reference in such prospectus.

          “ Registrable Securities ” means

          (a) with respect to any DOH Stockholder, any Common Stock issued to such DOH Stockholder, pursuant to the Datek Merger Agreement, and any shares or other securities that may be issued or distributed or be issuable in respect thereof upon any reclassification, share combination, share subdivision, recapitalization, split, share dividend, share exchange, merger, consolidation or similar transaction or event, in each case that are held by a DOH Stockholder that has not withdrawn from this Agreement pursuant to Section 3.9;

          (b) with respect to any Ricketts Stockholder, shares of Common Stock, including shares issued or issuable upon the conversion, exchange or exercise of any security convertible, exchangeable or exercisable into Common Stock, and any shares or other securities into which or for which such Common Stock may hereafter be changed, converted or exchanged and any other shares or securities issued to Ricketts Stockholders in respect of such Common Stock (or such shares or other securities into which or for which such shares are so changed, converted or exchanged) upon any reclassification, share combination, share subdivision, recapitalization, split, share dividend, share exchange, merger, consolidation or similar transaction or event, in

each case that are held by a Ricketts Stockholder that has not withdrawn from this Agreement pursuant to Section 3.9;

          (c) with respect to TD, shares of Common Stock, including shares issued or issuable upon the conversion, exchange or exercise of any security convertible, exchangeable or exercisable into Common Stock, and any shares or other securities into which or for which such Common Stock may hereafter be changed, converted or exchanged and any other shares or securities issued in respect of such Common Stock (or such shares or other securities into which or for which such shares are so changed, converted or exchanged) upon any reclassification, share combination, share subdivision, recapitalization, split, share dividend, share exchange, merger, consolidation or similar transaction or event, in each case that are held by TD to the extent it has not withdrawn from this Agreement pursuant to Section 3.9; and

          (d) any Registrable Securities shall cease to be “Registrable Securities” (i) to the extent that a Registration Statement with respect to their sale has been declared effective under the Securities Act and they have been disposed of pursuant to such Registration Statement, or (ii) to the extent that they have been distributed pursuant to Rule 144 or Rule 145 (or any similar provisions then in force) under the Securities Act.

          “ registration ” means a registration of the Issuer’s securities for sale to the public under a Registration Statement.

          “ Registration Statement ” means any registration statement of the Issuer filed with, or to be filed with, the SEC under the Securities Act, including the Prospectus, amendments, supplements and post-effective amendments to such registration statement, and all exhibits and all material incorporated by reference in such registration statement.

          “ SEC ” means the Securities and Exchange Commission.

          “ Securities Act ” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

          “ Shelf Period ” means, with respect to any Shelf Registration Statement, a period of 24 consecutive months plus the period of time, if any, during which use of such Shelf Registration Statement has been suspended pursuant to Section 2.1(g).

          “ Shelf Registration ” means a registration effected pursuant to a Shelf Demand.

          “ Shelf Registration Statement ” means a Registration Statement of the Issuer filed with the SEC on Form S-3 (or any successor form or other appropriate form under the Securities Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC) covering the Registrable Securities.

          “ Shelf Underwritten Offering ” means an underwritten offering of Registrable Securities by a holder pursuant to a take down from a Shelf Registration Statement in accordance with Section 2.1(h)(ii).

          “ Similar Securities ” means, in connection with any registration of securities of the Issuer, all securities of the Issuer which are (i) the same as or similar to those being registered, (ii) convertible into or exchangeable or exercisable for the securities being registered, or (iii) the same as or similar to the securities into which the securities being registered are convertible into, exchangeable or exercisable for.

          “ Stockholders Agreement ” means the Stockholders Agreement, dated as of June 22, 2005, among the Issuer, TD and the stockholders listed on Schedule A thereto entered into in connection with the Share Purchase.

          “ Underwritten Offering ” means a registration in which securities of the Issuer are sold by the Issuer or a holder to an underwriter or underwriters on a firm commitment basis for reoffering to the public.

     1.2. General Interpretive Principles . Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Unless otherwise specified, the terms “hereof,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements to this Agreement), and references herein to Sections refer to Sections of this Agreement. Unless otherwise specified, the term “days” shall mean “calendar days”. The term “including” means “including without limitation.” For purposes of this Agreement, a “percentage” (or a “majority”) of the Registrable Securities (or, where applicable, of any other securities) shall be determined based on the number of shares of such securities.

SECTION 2.    REGISTRATION RIGHTS

     2.1. Demand Registrations.

          (a) Demand by Stockholders . At any time or from time to time, on up to a maximum of eleven occasions, the holders of Registrable Securities shall have the right (subject to Section 2.1(c)) to require the Issuer to register all or part of the Registrable Securities under the Securities Act (each such right, a “ Demand Right ”); provided , that any registration made pursuant to a Demand Right (a “ Demand Registration ”) must include Registrable Securities in an amount not less than the Minimum Demand Amount; and provided , further , that after a Request (as defined below) has been given for a Demand Registration another Request cannot be given until the date that is sixty (60) days following the effective date of the Registration Statement relating to such previous Demand Registration. The Issuer shall file with the SEC, as expeditiously as reasonably possible after the initiation of a Demand Right, a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the holders thereof in accordance with the methods of distribution elected by such holders and shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as expeditiously as reasonably possible thereafter.

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          (b) Shelf Registrations . On up to two occasions, the Original Stockholders (subject to Section 2.1(c)(i)), and on up to two occasions, TD (subject to Section 2.1(c)(iii)), shall have the right to elect for any Demand Registration to be made pursuant to a Shelf Registration Statement (a “ Shelf Demand ”), in which case the Issuer shall file with the SEC, as expeditiously as reasonably possible after the initiation of a Shelf Demand, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein (including pursuant to Section 2.1(c)(iv)) by the holders thereof from time to time in accordance with the methods of distribution elected by such holders and shall use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as expeditiously as reasonably possible thereafter. The Issuer shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by the holders for the Shelf Period.

          (c) Limitations on Demand Rights .

        (i) Original Stockholders .

        (ii) TD .

        (iii) Participations . Within ten (10) days following receipt of any Request, the Issuer shall deliver written notice of such request (a “ Demand Participation Notice ”) to all other holders of Registrable Securities. Thereafter, the Issuer shall include in such Demand Registration any additional Registrable Securities which the holder or holders thereof have, within fifteen (15) days after the Demand Participation Notice has been given, requested in writing be included in such Demand Registration; provided that nothing in this Section 2.1(c)(iii) shall prohibit any holder from exercising Incidental Registration rights with respect to any Demand Registration in accordance with Section 2.2. All such requests shall specify the aggregate amount of Registrable Securities to be registered.

        (iv) General . The Issuer shall not be obligated to effect more than three Demand Registrations during any twelve-month period; provided , however , that following the date on which all DOH Stockholders have withdrawn from this Agreement pursuant to Section 3.9 hereof (or, even if no such formal withdrawal has occurred, the

date on which no DOH Stockholder owns any Registrable Securities), the Issuer shall not be obligated to effect more than two Demand Registrations during any twelve-month period.

          (d) Demand Notice . All requests to initiate a Demand Right must be made by notice (a “ Request ”):

        (i) provided to the Issuer in writing;

        (ii) stating that it is a notice to initiate Demand Rights under this Agreement;

        (iii) stating whether a Shelf Demand is being requested;

        (iv) identifying the holder(s) effecting the request (and, in the event of a Shelf Demand by the Original Stockholders, whether they are DOH Stockholders or Ricketts Stockholders); and

        (v) stating the number of Registrable Securities to be included and the intended method of disposition.

          (e) Demand Withdrawal . A holder may withdraw its Registrable Securities from a Demand Registration at any time. In the event that all holders withdraw their Registrable Securities from a Demand Registration and the withdrawal is a Permissible Withdrawal, the Initiating Holders will not be deemed to have initiated a Demand Right with respect to such Demand Registration for purposes of this Section 2.1. If all holders withdraw their Registrable Securities from a Demand Registration, the Issuer shall cease all efforts to secure registration. The Issuer shall not withdraw a Registration Statement relating to a Demand Registration without the consent of the holders of the Registrable Securities proposed to be sold pursuant to such Registration Statement.

          (f) Effective Registration . The Issuer shall be deemed to have effected a Demand Registration if the applicable Registration Statement is declared effective by the SEC and remains effective as follows:

        (i) if a Shelf Registration, it must remain effective for the Shelf Period;

        (ii) if not a Shelf Registration and such Registration Statement does not contemplate an Underwritten Offering, it must remain effective for not less than 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn); or

        (iii) if not a Shelf Registration and such Registration Statement contemplates an Underwritten Offering, it must remain effective for not less than 180 days plus such longer period (not to exceed 90 days after the 180th day) as, in the opinion of counsel for the underwriter or underwriters, is required by law for the delivery of a

Prospectus in connection with the sale of Registrable Securities by an underwriter or dealer.

No Demand Registration shall be deemed to have been effected if an Underwritten Offering is contemplated by such Demand Registration and the conditions to closing specified in the applicable underwriting agreement are not satisfied by reason of a wrongful act, misrepresentation or breach of such underwriting agreement or this Agreement by the Issuer. Subject to Section 2.1(g), the Issuer shall not be deemed to have effected a Shelf Registration Statement, or to have used its best efforts to keep the Shelf Registration Statement effective, if the Issuer voluntarily takes any action or omits to take any action that would result in the inability of any holder of Registrable Securities covered by such Registration Statement to be able to offer and sell any such Registrable Securities during such Shelf Period, unless such action or omission is required by applicable law.

          (g) Suspension of Registration . If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, in respect of a Demand Registration at any time would require the Issuer to make an Adverse Disclosure, then the Issuer may, upon giving prompt written notice of such action to the holders which are included in such Demand Registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided , that the Issuer shall not be permitted to do so (i) more than two times during any 12 month period, (ii) for a period exceeding 30 days on any one occasion or (iii) for a period exceeding 60 days in any 12 month period. In the event the Issuer exercises its rights under the preceding sentence, the holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of the Prospectus relating to the Demand Registration in connection with any sale or offer to sell Registrable Securities. The Issuer shall promptly notify the holders of the expiration of any period during which it exercised its rights under this Section 2.1(g). The Issuer agrees that, in the event it exercises its rights under this Section 2.1(g), it shall, within 30 days following the holders’ receipt of the notice of suspension, update the suspended Registration Statement as may be necessary to permit the holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

          (h) Underwritten Offering .

        (i) Demand Registrations . Any offering pursuant to a Demand Registration, other than a Shelf Demand, shall be in the form of an Underwritten Offering in the following cases:

               (A) in the case of a Demand Registration initiated by the Ricketts Stockholders, if requested by the holders of a majority of the Registrable Securities included in such offering by such Ricketts Stockholders;

               (B) in the case of a Demand Registration initiated by the DOH Stockholders, if requested by the holders of a majority of the Registrable Securities included in such offering by such DOH Stockholders;

               (C) in the case of a Demand Registration initiated by TD, if requested by TD; or

               (D) in any case, upon the request of the holders of not less than a majority of the Registrable Securities included in any offering pursuant to a Demand Registration.

        (ii) Shelf Registrations . At any time that a Shelf Registration Statement is effective, if any holder or group of holders delivers a notice to the Issuer (an “ Underwriting Notice ”) stating that it intends to effect a Shelf Underwritten Offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement and stating the Aggregate Offering Price and/or number of the Registrable Securities to be included in the Shelf Underwritten Offering, then the Issuer shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to paragraph (A) below); provided that any Shelf Underwritten Offering must include Registrable Securities that have an Aggregate Offering Price of at least $30 million. In connection with any Shelf Underwritten Offering:

               (A) such proposing holder(s) shall also deliver the Underwriting Notice to all other holders and permit each holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Underwritten Offering if such holder notifies the proposing holders and the Issuer within 5 business days after delivery of the Underwriting Notice to such holder;

               (B) in the event that an Underwriter Cutback Condition occurs with respect to the Registrable Securities proposed to be included in the Shelf Underwritten Offering, then (1) the number of Registrable Securities which will be included in the Shelf Underwritten Offering shall only be that number which, in the good faith opinion of the underwriter, can be included without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered or the Common Stock, and (2) each holder shall be entitled to include Registrable Securities in the Shelf Underwritten Offering pro rata based on the number of Registrable Securities requested to be included thereby prior to such holder’s receipt of the Cutback Notice; and

               (C) the Underwriting Notice shall state that holders must respond to the Underwriting Notice within 5 business days of the delivery thereof.

          (i) Selection of Underwriters . In the event that a Demand Registration is an Underwritten Offering (including a Shelf Underwritten Offering), the two holders who, together with their Affiliates, hold the largest number of Registrable Securities to be included in such Underwritten Offering shall have the right to jointly select the managing underwriter or underwriters for the offering, which underwriters must be (x) nationally recognized investment banking firm(s) with recognized expertise in the online brokerage industry, (y) ranked in the top

five for equity underwritings for the immediately preceding year by Thompson Financial Services Data (or a similar ranking service if such ranking service ceases to exist) and (z) be reasonably acceptable to the Issuer; provided , that a holder shall not have such rights to designate the managing underwriter in an Underwritten Offering if such holder, or any of its Affiliates, had previously designated the managing underwriter for a prior Underwritten Offering (including a Shelf Underwritten Offering) but failed for any reason to hold, together with its Affiliates, the largest or second largest number of Registrable Securities included in such prior Underwritten Offering (as compared to the Registrable Securities held by any other holder, together with its respective Affiliates, which were included in the prior Underwritten Offering).

          (j) Priority of Securities Registered Pursuant to Demand Registrations . If the managing underwriter of a proposed Underwritten Offering (other than a Shelf Underwritten Offering, which shall be governed by Section 2.1(h)(ii)(B)) of Registrable Securities included in a Demand Registration informs the holders of such Registrable Securities in writing (a “ Cutback Notice ”) that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered or the Common Stock (the foregoing, an “ Underwriter Cutback Condition ”), then the Issuer shall include in such registration only the number of Registrable Securities which, in the good faith opinion of such underwriter, can be included without having such an adverse effect, selected in the following order:

        (i) first, the Registrable Securities requested to be included by the holder(s) initiating the Demand Registration and holders who are Participating Holders with respect thereto, allocated pro rata based on the number of Registrable Securities requested to be included thereby prior to such holder’s receipt of the Cutback Notice;

        (ii) second, the securities which are of the same class as the Registrable Securities and are requested to be included by stockholders of the Issuer who are parties to the Existing Registration Rights Agreements (to the extent required by the Existing Registration Rights Agreements and subject to the terms and conditions thereof) and who validly requested participation in such registration pursuant thereto, allocated in accordance with the Existing Registration Rights Agreements; and

        (iii) third, Registrable Securities requested to be included by other holders pursuant to Incidental Registration rights, allocated pro rata, based on the number of such securities requested to be included by each such holder prior to its receipt of the Cutback Notice.

In the event of a cutback pursuant to this Section 2.1(j), each of the holders agrees that it will not include Registrable Securities in any registration effected pursuant to the Securities Act in a manner that is not in compliance with the foregoing priorities.

          (k) Effect of Cutbacks on Demand Rights . With respect to any Demand Registration subject to cutbacks in accordance with Section 2.1(j), in the event that the holder(s) initiating the Demand Right is cutback and is not able to include all Registrable Securities that it

(together with all of its Affiliates) requested to be included in the Demand Registration, for purposes of determining which holder initiated the Demand Right, the holder (together with all of its Affiliates) with Registrable Securities representing the greatest number of shares of Common Stock included in the Demand Registration will be treated as the holder that initiated the Demand Right for all purposes under this Agreement; provided that this provision shall in no way limit the Issuer’s obligations to effect a Demand Registration for which the provisions of Section 2.1 were satisfied at the time of the applicable Request.

          (l) Registration Statement Form . Demand Registrations shall be on such appropriate registration form of the SEC (i) as shall be selected by the Issuer and as shall be reasonably acceptable to the holders of a majority of the Registrable Securities requesting participation in the Demand Registration and (ii)