Common use of Underwriter’s Cutback Clause in Contracts

Underwriter’s Cutback. (a) If, in connection with a Demand Registration or a Piggy-Back Registration, the managing underwriter or underwriters shall impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, the inclusion of securities requested to be included in such offering exceeds the number of securities which can be sold in an orderly manner in such offering within the Minimum Price (an “Underwriters’ Cutback”), then the Company shall be obligated to include in such Distribution such securities as is determined in good faith by such managing underwriter or underwriters in the following priority: (i) first, such Registrable Securities requested to be qualified by the Holder; and (ii) second, if there are any additional securities that may be underwritten at no less than the Minimum Price after allowing for the inclusion of all of the Registrable Securities required under (i) above, such additional securities offered by the Company for its own account, provided that, if any additional securities requested to be qualified by the Company are not otherwise included in the Distribution, such additional securities that are not so included will be included in an over-allotment option which will be granted to the underwriters in connection with such Distribution for such amount of additional securities requested to be qualified by the Company that were not otherwise included in such Distribution.

Underwriter’s Cutback. (a) If, in connection with a Demand Registration or a Piggy-Back Piggyback Registration, the managing lead underwriter or underwriters shall impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, the inclusion of securities requested to be included in such offering exceeds the number of securities which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the Minimum Price Company (an “Underwriters’ Cutback”), then the Company shall will be obligated to include in such Distribution such securities as is determined in good faith by such managing lead underwriter or underwriters in the following priority: (i) i. first, such Registrable Securities requested to be qualified securities offered by the HolderCompany for its own account; and (ii) . second, if there are any additional securities that may be underwritten at no less than a price range reasonably acceptable to the Minimum Price Company, after allowing for the inclusion of all of the Registrable Securities securities required under (i) above, such additional securities offered by the Company for its own account, provided that, if any additional securities Qualifying Securities requested to be qualified by the Company Investor, provided that if any Qualifying Securities requested to be qualified by the Investor are not otherwise included in the such Distribution, such additional securities Qualifying Securities that are not so included will be included included, to the fullest extent possible, in an over-allotment option which will be granted to the underwriters in connection with such Distribution for such amount of additional securities Common Shares requested to be qualified by the Company Investor that were not otherwise included in such Distribution.

Underwriter’s Cutback. ‌ (a) If, in connection with a Demand Registration or a Piggy-Back Registration, the managing underwriter or underwriters shall impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, the inclusion of securities requested to be included in such offering exceeds the number of securities which can be sold in an orderly manner in such offering within the Minimum Price (an “Underwriters’ Cutback”), then the Company shall be obligated to include in such Distribution such securities as is determined in good faith by such managing underwriter or underwriters in the following priority:priority:‌ (i) first, such Registrable Securities requested to be qualified by the Holder; and (ii) second, if there are any additional securities that may be underwritten at no less than the Minimum Price after allowing for the inclusion of all of the Registrable Securities required under (i) above, such additional securities offered by the Company for its own account, provided that, if any additional securities requested to be qualified by the Company are not otherwise included in the Distribution, such additional securities that are not so included will be included in an over-allotment option which will be granted to the underwriters in connection with such Distribution for such amount of additional securities requested to be qualified by the Company that were not otherwise included in such Distribution, with the prior written consent of the Holder.