Common use of Underwriter’s Cutback Clause in Contracts

Underwriter’s Cutback. If, in the opinion of the managing underwriter of such offering the inclusion of all of the shares of Registrable Securities and other Common Stock requested to be registered would be inappropriate, 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, securities to be issued by the Company shall be included, and (2) second, any other Common Stock required to be included pursuant to any demand registration right granted to such other holder of Common Stock shall be included, and (3) third Registrable Securities and any other Common Stock requested to be included, on a pro rata basis (based upon the number of registrable securities owned by the Holder and the holders of Common Stock requesting participation in the offering), shall be included.

Underwriter’s Cutback. IfIf the public offering is underwritten and, in the opinion of the managing underwriter of such offering the inclusion of any or all of the shares of Registrable Securities and other Common Stock requested to be registered would be inappropriateimpracticable, then the number of shares of Registrable Securities and other Common Stock to be included in the offering shall be reducedreduced (including the possibility that the underwriter(s) shall not allow the registration of any Registrable Securities), with the participation in such offering to be in the following order of priority: (1) first, securities to be issued by the Company Parent shall be included, and (2) second, any other Common Stock required to be included pursuant to any demand registration right granted to such any other holder of Common Stock shall be included, and (3) third third, Registrable Securities and any other Common Stock entitled to registration rights requested to be included, on a pro rata basis (based upon the number of registrable securities owned by the Holder and the holders of Common Stock requesting participation in the offering)basis, shall be included.

Underwriter’s Cutback. If, in the opinion of the managing underwriter of such offering the inclusion of some or all of the shares of Registrable Securities and other Common Stock requested to be registered would be inappropriate, 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, securities to be issued by the Company shall be included, and (2) second, any other Common Stock required to be included pursuant to any demand registration right granted to such other holder of Common Stock shall be included, and (3) third Registrable Securities and any other Common Stock requested to be included, on a pro rata basis (based upon the number of registrable securities owned by the Holder and the holders of Common Stock requesting participation in the offering)basis, shall be included. For purposes of clarification, the Holder agrees that if, in accordance with this clause (ii), the underwriter is of the opinion that the inclusion of any of the Registrable Securities would be inappropriate, then the Holder shall not participate in the public offering.

Underwriter’s Cutback. If, in the opinion of the managing underwriter of such offering the inclusion of all of the shares of Registrable Securities and other Common Stock requested to be registered would be inappropriate, 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, securities to be issued by the Company shall be included, and (2) second, any other Common Stock required to be included pursuant to any demand registration right granted to such other holder Holder of Common Stock shall be included, and (3) third Registrable Securities and any other Common Stock requested to be included, on a pro rata basis (based upon the number of registrable securities owned by the Holder and the holders of Common Stock requesting participation in the offering)basis, shall be included.