Common use of Reduction of Underwritten Offering in Connection with Shelf Takedown or Demand Registration Clause in Contracts

Reduction of Underwritten Offering in Connection with Shelf Takedown or Demand Registration. If the managing Underwriter(s) in an Underwritten Offering effected pursuant to a Shelf Takedown or Demand Registration, as applicable, in good faith, advises the Company, the Demanding Holders and/or the Requesting Holders (as applicable) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and/or the Requesting Holders (as applicable) desire to sell exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the Demanding Holders (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested to be included in such Underwritten Offering (such proportion is referred to herein as “Pro Rata”)) up to the maximum amount that can be sold without exceeding the Maximum Number of Securities, (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of the Daseke Demanding Holders and the PIPE Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has requested to be included in such Underwritten Offering), (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Registrable Securities of the Daseke Former Series B Holders that are not also Daseke Demanding Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has requested to be included in such Underwritten Offering), (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), the Registrable Securities of the Pre-IPO Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has so requested to be included in such Underwritten Offering without exceeding the Maximum Number of Securities); and (e) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b), (c) and (d), the Registrable Securities of other Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities).

Reduction of Underwritten Offering in Connection with Shelf Takedown or Demand Registration. If the managing Underwriter(s) in an Underwritten Offering effected pursuant to a Shelf Takedown or Demand Registration, as applicable, in good faith, advises the Company, the Demanding Holders and/or the Requesting Holders (as applicable) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and/or the Requesting Holders (as applicable) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggyback registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the Demanding Holders and JFL Seller (as applicable) (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested to be included in such Underwritten Offering and, in the case of JFL Seller, based on the respective number of Registrable Securities then held by such Holders (such proportion is referred to herein as “Pro Rata”)) up to the maximum amount that can be sold without exceeding the Maximum Number of Securities, (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of the Daseke Demanding Holders and the PIPE Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has requested to be included in such Underwritten Offering), (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Registrable Securities of the Daseke Former Series B Holders that are not also Daseke Demanding Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has requested to be included in such Underwritten Offering), (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), the Registrable Securities of the Pre-IPO Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has so requested to be included in such Underwritten Offering without exceeding the Maximum Number of Securities); and (ed) fifthfourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b), (c) and (dc), the Registrable Securities of other Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; (e) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a)., (b), (c) and (d), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (f) sixth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b), (c) (d) and (e), the Common Stock or other equity securities, Pro Rata, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.4

Reduction of Underwritten Offering in Connection with Shelf Takedown or Demand Registration. If the managing Underwriter(s) in an Underwritten Offering effected pursuant to a Shelf Takedown or Demand Registration, as applicable, in good faith, advises the Company, the Demanding Holders and/or the Requesting Holders (as applicable) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and/or the Requesting Holders (as applicable) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggyback registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the Demanding Holders and Main Street and Prudential (as applicable) (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested to be included in such Underwritten Offering and, in the case of Main Street and Prudential, based on the respective number of Registrable Securities then held by such Holders (such proportion is referred to herein as “Pro Rata”)) up to the maximum amount that can be sold without exceeding the Maximum Number of Securities, (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of the Daseke Demanding Holders and the PIPE Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has requested to be included in such Underwritten Offering), (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Registrable Securities of the Daseke Former Series B Holders that are not also Daseke Demanding Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has requested to be included in such Underwritten Offering), (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), the Registrable Securities of the Pre-IPO Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has so requested to be included in such Underwritten Offering without exceeding the Maximum Number of Securities); and (e) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b), (c) and (d), the Registrable Securities of other Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; (f) sixth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b), (c), (d) and (e), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (g) seventh, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b), (c) (d), (e) and (f), the Common Stock or other equity securities, Pro Rata, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Reduction of Underwritten Offering in Connection with Shelf Takedown or Demand Registration. If the managing Underwriter(s) in an Underwritten Offering effected pursuant to a Shelf Takedown or Demand Registration, as applicable, in good faith, advises the Company, the Demanding Holders and/or the Requesting Holders (as applicable) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and/or the Requesting Holders (as applicable) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggyback registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the Demanding Holders and JFL (as applicable) (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested to be included in such Underwritten Offering and, in the case of JFL, based on the respective number of Registrable Securities then held by such Holders (such proportion is referred to herein as “Pro Rata”)) up to the maximum amount that can be sold without exceeding the Maximum Number of Securities, (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of the Daseke Demanding Holders and the PIPE Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has requested to be included in such Underwritten Offering), (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Registrable Securities of the Daseke Former Series B Holders that are not also Daseke Demanding Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has requested to be included in such Underwritten Offering), (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), the Registrable Securities of the Pre-IPO Holders (Pro Rata, based on the respective number of Registrable Securities that each such Holder has so requested to be included in such Underwritten Offering without exceeding the Maximum Number of Securities); and (ed) fifthfourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b), (c) and (dc), the Registrable Securities of other Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; (e) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b), (c) and (d), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (f) sixth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b), (c) (d) and (e), the Common Stock or other equity securities, Pro Rata, of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.