Common use of Underwriter’s Cutback Clause in Contracts

Underwriter’s Cutback. (a) If, in connection with a Piggyback Registration, the lead underwriter or underwriters 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 Company (an "Underwriters' Cutback"), then the Company will be obligated to include in such Distribution such securities as is determined in good faith by such lead underwriter or underwriters in the following priority: (i) first, such securities offered by the Company 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 Company, after allowing for the inclusion of all of the securities required under (i) above, such Qualifying Securities requested to be qualified by the Investor, provided that if any Qualifying Securities requested to be qualified by the Investor are not otherwise included in such Distribution, such Qualifying Securities that are not so included will be 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 Shares requested to be qualified by the Investor that were not otherwise included in such Distribution.

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

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

Underwriter’s Cutback. (a) If, in connection with a Piggyback Registration, the lead underwriter or underwriters 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 Company (an "“Underwriters' ’ Cutback"”), then the Company will be obligated to include in such Distribution such securities as is determined in good faith by such lead underwriter or underwriters in the following priority: (i) i. first, such securities offered by the Company 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 Company, after allowing for the inclusion of all of the securities required under (i) above, such Qualifying Securities requested to be qualified by the Investor, provided that if any Qualifying Securities requested to be qualified by the Investor are not otherwise included in such Distribution, such Qualifying Securities that are not so included will be 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 Common Shares requested to be qualified by the Investor that were not otherwise included in such Distribution.