Common use of Underwriter’s Cutback Clause in Contracts

Underwriter’s Cutback. Subject to the requirements of Section 12 hereof, if in the good faith judgment of the managing underwriter of such offering the inclusion of all of the shares of Registrable Securities and any other Common Stock requested to be registered would interfere with the successful marketing of such shares, then the number of shares of Registrable Securities and other Common Stock to be included in the offering shall be reduced, with the participation in such offering to be in the following order of priority: (1) first, the shares of Common Stock which the Company proposes to sell for its own account, (2) second, the shares of Registrable Securities of all Eligible Holders requested to be included, and (3) third, any other shares of Common Stock requested to be included. Any necessary allocation among the Holders of shares within each of the foregoing groups shall be pro rata among such Holders requesting such registration based upon the number of shares of Common Stock and Registrable Securities owned by such Holders.

Underwriter’s Cutback. Subject to the requirements of Section 12 hereof, if in the good faith judgment of the managing underwriter of such offering the inclusion of all of the shares of Registrable Securities and any other Common Stock requested to be registered would interfere with the successful marketing of such shares, then the number of shares of Registrable Securities and other Common Stock to be included in the offering shall be reduced, with the participation in such offering to be in the following order of priority: (1) first, the shares of Common Stock which the Company proposes to sell for its own account, (2) second, the shares of holders exercising rights given to holders of Series B Preferred Stock or holders of Warrants issued to Industrial-Works Holding Co., LLC, (3) third, the shares of Registrable Securities of all Eligible Holders requested to be included, and (34) thirdfourth, any other shares of Common Stock requested to be included. Any necessary allocation among the Holders of shares within each of the foregoing groups shall be pro rata among such Holders requesting such registration based upon the number of shares of Common Stock and Registrable Securities owned by such Holders.

Underwriter’s Cutback. Subject to the requirements of Section 12 11 hereof, if in the good faith judgment of the managing underwriter of such offering the inclusion of all of the shares of Registrable Securities and any other Common Stock requested to be registered would interfere with the successful marketing of a smaller number of such shares, then the number of shares of Registrable Securities and other Common Stock to be included in the offering shall be reduced, reduced to such smaller number with the participation in such offering to be in the following order of priority: (1i) first, the shares of Common Stock which the Company proposes to sell for its own account, (2ii) second, the shares of Registrable Securities of all Eligible Holders and the Parity Stock requested to be includedincluded in such registration, and (3iii) third, any other shares of Common Stock requested to be included. Any necessary allocation among the Holders of Registrable Securities and Holders of shares within each of the foregoing groups Parity Stock shall be pro rata among such Holders requesting such registration based upon the number of --- ---- shares of Common Parity Stock and Registrable Securities owned by such Holders.