Common use of Cutback Clause in Contracts

Cutback. Notwithstanding the foregoing provisions of this Section 5(a), if the managing underwriter or underwriters of any Underwritten Offering referred to in this Section 5(a) have advised the Company in writing that the total amount of Common Shares of the Holders, the Company and any other Persons intended to be included in such Underwritten Offering is sufficiently large to materially adversely affect the success of such offering, then the amount of Common Shares to be offered in such public offering shall be allocated as follows: (i) first, to the Company, in the amount the Company proposes to offer, up to an amount equal to one-half of the maximum amount (the "Maximum Amount") of Common Shares that the managing underwriter or underwriters have advised can be sold in the Underwritten Offering; (ii) next, to the Holders, in the amount the Holders propose to offer, up to an amount equal to one-half of the Maximum Amount; (iii) next, if the sum of the Common Shares allocated pursuant to clauses (i) and (ii) above is less than the Maximum Amount, to the Company or the Holders, whichever shall have Common Shares proposed to be offered in the Underwritten Offering which have not been allocated under clauses (i) or (ii) above, up to an amount equal to the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i) and (ii) above; and (iv) thereafter, if the sum of the Common Shares allocated pursuant to clauses (i), (ii) and (iii) above is less than the Maximum Amount, to any other Person entitled to participate in the Underwritten Offering, up to an amount equal to the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i), (ii) and (iii) above.

Cutback. Notwithstanding the foregoing provisions any other provision of this Section 5(a)3, if if, in connection with a Section 3.3 Underwritten Offering, the managing underwriter or underwriters of any Underwritten Offering referred to in this Section 5(aunderwriter(s) have advised advise(s) the Company in writing that the total amount of Common Shares marketing factors require a limitation of the Holders, number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and any other Persons intended to the number of Registrable Securities that may be included in such Underwritten Offering is sufficiently large to materially adversely affect the success underwriting (the “Demand Allowable Amount”) shall be reduced as required by the underwriter(s) and the number of such offering, then Shares that may be included in the amount of Common Shares to be offered in such public offering shall registration will be allocated as follows: In the case of a Demand Marketed Offering: (i) first, (i) up to 50% of the Demand Allowable Amount to the Demand Initiating Holder and (ii) up to 50% of the Demand Allowable Amount to the Company, in the amount the Company proposes to offer, up to an amount equal to one-half of the maximum amount (the "Maximum Amount") of Common Shares that the managing underwriter or underwriters have advised can be sold in the Underwritten Offering; (ii) nextsecond, up to the remaining Demand Allowable Amount, if any, to the Holders, in the amount the Holders propose to offer, up to an amount equal to oneNon-half of the Maximum AmountDemand Initiating Holder; (iii) next, if the sum of the Common Shares allocated pursuant to clauses (i) and (ii) above is less than the Maximum Amount, to the Company or the Holders, whichever shall have Common Shares proposed to be offered in the Underwritten Offering which have not been allocated under clauses (i) or (ii) abovethird, up to an amount equal the remaining Demand Allowable Amount, if any, pro rata among the other Holders on the basis of the number of shares requested to be included in the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i) and (ii) aboveunderwriting by each such other Holder; and (iv) thereafter, if the sum of the Common Shares allocated pursuant to clauses (i), (ii) and (iii) above is less than the Maximum Amount, to any other Person entitled to participate in the Underwritten Offeringfourth, up to an amount equal the remaining Demand Allowable Amount, if any, to the difference between Demand Initiating Holder. (v) In the Maximum Amount and case of an IPO initiated by Holders pursuant to Section 3.1: (vi) first, the maximum number of Registrable Securities requested to be included therein, pro rata among the respective Holders thereof on the basis of the amount of Common Shares allocated under clauses Registrable Securities requested to be included in such registration by each such Holder; and (ivii) second, the maximum amount of other securities requested to be included therein (including any by the Company), (ii) and (iii) abovepro rata among the holders of such other securities on the basis of the number of shares requested to be included in such registration by each such holder.

Cutback. Notwithstanding In the foregoing provisions of this Section 5(a), if event that the managing underwriter or underwriters Underwriters of any Underwritten Offering referred to in this contemplated by Section 5(a7.3(a) have advised inform the Company and the holder or holders of Investor Shares requesting the inclusion of the Investor Shares in such offering in writing that the total dollar amount or number of Common Shares that have been requested to be sold in such Underwritten Offering exceeds the Maximum Number of the HoldersShares, then the Company shall include in such offering: (i) in the event such Underwritten Offering was proposed by the Company to sell its equity securities for its own account: (i) first, equity securities proposed to be sold by the Company for its own account, and any other Persons intended (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), Investor Shares which the Investor Group has requested be included in such Underwritten Offering is sufficiently large and the equity securities of any other stockholder who has the right and who has requested to materially adversely affect the success of such offering, then the amount of Common Shares to be offered have equity securities included in such public offering shall Underwritten Offering that can be sold without exceeding the Maximum Number of Shares, allocated as follows:Pro Rata among each such holder of Investor Shares and each such other participating stockholder; and (ii) in the event such Underwritten Offering was proposed by another stockholder who has the right to request an Underwritten Offering: (i) first, to the Companyequity securities of such stockholder, in the amount the Company proposes to offer, up to an amount equal to one-half of the maximum amount (the "Maximum Amount") of Common Shares that the managing underwriter or underwriters have advised can be sold in the Underwritten Offering; (ii) nextsecond, to the Holders, in the amount the Holders propose to offer, up to an amount equal to one-half of extent that the Maximum Amount; Number of Shares has not been reached under the foregoing clause (i), equity securities proposed to be sold by the Company for its own account, and (iii) nextthird, if to the sum extent that the Maximum Number of Shares has not been reached under the Common Shares allocated pursuant to foregoing clauses (i) and (ii) above is less than ), Investor Shares which the Investor Group has requested be included in such Underwritten Offering that can be sold without exceeding the Maximum AmountNumber of Shares, allocated Pro Rata among each such holder of Investor Shares. The holder or holders of Investor Shares to be distributed by such Underwriters shall be parties to the underwriting agreement between the Company and such Underwriters and any necessary or appropriate custody agreements, shall execute appropriate powers of attorney, and shall take all such actions as are reasonably requested by the managing Underwriters in order to expedite or facilitate the registration or the Holders, whichever shall have Common Shares proposed to be offered in the Underwritten Offering which have not been allocated under clauses (i) or (ii) above, up to an amount equal to the difference between the Maximum Amount and the amount disposition of Common Shares allocated under clauses (i) and (ii) above; and (iv) thereafter, if the sum of the Common Shares allocated pursuant to clauses (i), (ii) and (iii) above is less than the Maximum Amount, to any other Person entitled to participate in the Underwritten Offering, up to an amount equal to the difference between the Maximum Amount and the amount of Common Shares allocated under clauses (i), (ii) and (iii) abovesuch Investor Shares.