Common use of Underwriting; Cutback Clause in Contracts

Underwriting; Cutback. In connection with any underwritten offering, the managing underwriter may limit the number of Equity Securities that may be included in such registration, and the Equity Securities to be included in such registration will be allocated in accordance with the following priority: • In a demand registration initiated by a Demand Investor: first, to Demand Investors, pro rata based on ownership of Equity Securities of the Company to be included in the registration; second, to any other equityholders, pro rata based on ownership of Equity Securities of the Company; and third, all securities proposed by the Company, if any, to be sold for its own account. • In a piggyback registration initiated by the Company: first, all securities proposed by the Company, if any, to be sold for its own account; second, to Demand Investors, pro rata based on ownership of Equity Securities of the Company to be included in the registration; and third, to any other equityholders, pro rata based on ownership of Equity Securities of the Company.