Common use of Company Registration Underwriters’ Cutback Clause in Contracts

Company Registration Underwriters’ Cutback. In the case of a Company Registration, if the managing underwriter of any Underwritten Offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 5.2, when added to the number of other securities to be offered in such registration by the Company, would materially adversely impact the purchase price obtained for the securities to be included or the total proceeds contemplated in such offering, then the Company shall include in such registration, to the extent of the total number of securities that the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Section 5.2(c) Sale Number”), securities in the following priority: (i) First, all Shares or securities convertible into, or exchangeable or exercisable for, Shares that the Company proposes to register for its own account (the “Company Securities”); and (ii) Second, to the extent that the number of Company Securities to be included is less than the Section 5.2(c) Sale Number, the Registrable Securities requested to be included by the shareholders of the Company exercising registration rights (pursuant to this Agreement or another written agreement); the securities requested to be included pursuant to this Section 5.2(c)(ii) shall be included on a pro rata basis based on the number of Registrable Securities requested to be included by the shareholders of the Company exercising registration rights.

Company Registration Underwriters’ Cutback. In the case of a Company Registration, if the managing underwriter of any Underwritten Offering underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 5.24.2, when added to the number of other securities to be offered in such registration by the Company, would materially adversely impact the purchase price obtained for the securities to be included or the total proceeds contemplated in such offering, then the Company shall include in such registration, to the extent of the total number of securities that which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Section 5.2(c4.2(c) Sale Number”), securities in the following priority: (i) Firstfirst, all Shares or securities convertible into, or exchangeable or exercisable for, Shares that the Company proposes to register for its own account (the “Company Securities”); and (ii) Secondsecond, to the extent that the number of Company Securities to be included is less than the Section 5.2(c4.2(c) Sale Number, the Registrable Securities requested to be included by the shareholders of the Company exercising registration rights (pursuant to this Agreement or another written agreement)Investors; the securities requested to be included pursuant to this Section 5.2(c)(ii4.2(c)(ii) shall be included on a pro rata basis based on the number of Registrable Securities requested subject to be included registration rights owned by each holder requesting inclusion in relation to the shareholders number of the Company exercising registration rightsRegistrable Securities then owned by all holders requesting inclusion.

Company Registration Underwriters’ Cutback. In the case of a Company Registration, if the managing underwriter of any Underwritten Offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 5.2, when added to the number of other securities to be offered in such registration by the Company, would materially adversely impact the purchase price obtained for the securities to be included or the total proceeds contemplated in such offering, then the Company shall include in such registration, to the extent of the total number of securities that the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Section 5.2(c) Sale Number”), securities in the following priority: : (i) First, all Shares or securities convertible into, or exchangeable or exercisable for, Shares that the Company proposes to register for its own account (the “Company Securities”); and and (ii) Second, to the extent that the number of Company Securities to be included is less than the Section 5.2(c) Sale Number, the Registrable Securities requested to be included by the shareholders of the Company exercising registration rights (pursuant to this Agreement or another written agreement); the securities requested to be included pursuant to this Section 5.2(c)(ii) shall be included on a pro rata basis based on the number of Registrable Securities requested to be included by the shareholders of the Company exercising registration rights.