Common use of Underwriter’s Discretion Clause in Contracts

Underwriter’s Discretion. If the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of Common Shares to be underwritten, then the managing underwriter(s) may exclude any or all Common Shares held by the Holder from the Registration and the underwriting. If a Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the Registration.

Underwriter’s Discretion. If the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of Common Ordinary Shares to be underwritten, then the managing underwriter(s) may exclude any or all Common Ordinary Shares held by the Holder Investors from the Registration and the underwriting. If a Holder an Investor disapproves of the terms of any such underwriting, such Holder Investor may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the Registration.